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SCHEDULE 14A
 
INFORMATION REQUIRED IN A PROXY STATEMENT
 
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 o
 
Check the appropriate box:
 
o
Preliminary Proxy Statement

o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x
Definitive Proxy Statement

o
Definitive Additional Materials

o
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
 
GENERAL METALS CORPORATION
(Name of Registrant as Specified in Its Charter)
 
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
x
No fee required.
 
o
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:  N/A
 
 
(2)
Aggregate number of securities to which transaction applies:  N/A
 
 
(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):  N/A
 
 
(4)
Proposed maximum aggregate value of transaction:  N/A
 
 
(5)
Total fee paid:  N/A
 
o
Fee paid previously with preliminary materials.
 
o
Check box if any part of the fee if 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:  N/A
 
 
(2)
Form, Schedule or Registration Statement No.: N/A
 
 
(3)
Filing Party: N/A
 
 
(4)
Date Filed: N/A
 
 
 
 
 
 
GENERAL METALS CORPORATION
1155 West Fourth Street, Suite 210
Reno NV 89503
 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON Friday, November 22, 2013 AT 10:00 A.M. (Pacific Time)
 
NOTICE IS HEREBY GIVEN that General Metals Corporation, a Delaware corporation (the "Company"), will hold a special meeting of stockholders on Friday, November 22, 2013 at 10:00 a.m. (Pacific time) in the meeting room at The Center for Unique Business Enterprises 300 East 2nd Street., #1405, Reno, NV, 89501 (the "Meeting").  The Meeting is being held for the following purposes:
 
1.
to elect four (4) directors to our board of directors;
 
2.
to conduct an advisory vote on the compensation of our company's Named Executive Officers (the "Say-on-Pay" Proposal);
 
3.
to conduct an advisory vote on the frequency of future advisory votes on the compensation of our company's Named Executive Officers (the "Say-When-on-Pay" Proposal);
 
4.
to ratify the appointment of Ingenium Accounting Associates as our independent registered public accountants for the next fiscal year;
 
5.
to approve a reverse stock split (consolidation) of our company's issued and outstanding common shares on a 20:1 basis;
 
6.
to approve the change of the name our company: and
 
7.
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
 
Our board of directors recommends that you vote "for" each proposal.
 
Our board has fixed the close of business on September 23, 2013 as the record date for determining the stockholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement of the Meeting.  At the Meeting, each holder of record of shares of common stock, $0.001 par value per share, will be entitled to one vote per share of common stock held on each matter properly brought before the Meeting.
 
THE VOTE OF EACH STOCKHOLDER IS IMPORTANT. YOU CAN VOTE YOUR SHARES BY ATTENDING THE MEETING OR BY COMPLETING AND RETURNING THE PROXY CARD SENT TO YOU. PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. FOR SPECIFIC INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR THE INFORMATION FORWARDED BY YOUR BROKER, BANK OR OTHER HOLDER OF RECORD. EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR NAME.
 
Dated: October 23, 2013
 
By Order of the board of directors,
 
/s/ Daniel Forbush                             
Daniel Forbush
Director
 
 
IMPORTANT:  Please complete, date, sign and promptly return the enclosed proxy card in the prepaid envelope (if mailing within the United States) to ensure that your shares will be represented. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.
 
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on November 22, 2013—the proxy statement is available at 1155 West Fourth Street, Suite 210, Reno NV 89503.
 

 
 
 

GENERAL METALS CORPORATION
1155 West Fourth Street, Suite 210
Reno NV 89503
 
Proxy Statement for the Special Meeting of Stockholders
 
The enclosed proxy is solicited on behalf of our board of directors (the "Board") for use at the Special meeting of Stockholders (the "Meeting") to be held on Friday, November 22, 2013 at 10:00 a.m. (Pacific time) at The Center for Unique Business Enterprises, 300 East 2nd Street., #1405, Reno, NV, 89501   (the "Meeting"), or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Special meeting and any business properly brought before the Meeting.  Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Meeting.  We intend to mail this proxy statement and accompanying proxy card on or about October 31, 2013 to all stockholders entitled to vote at the Meeting.
 
Unless the context requires otherwise, references to "we", "us" "our" and "our company" refer to General Metals Corporation.
 
Who Can Vote
 
You are entitled to vote if you were a holder of record of shares of our common stock, $0.001 par value per share (the "Common Stock") as of the close of business on September 23, 2013 (the "Record Date"). Your shares can be voted at the Meeting only if you are present in person or represented by a valid proxy.
 
Outstanding Shares
 
Holders of record of Common Stock at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.  At the Meeting, each of the shares of Common Stock represented will be entitled to one (1) vote on each matter properly brought before the Meeting.  As of the Record Date, there were 348,788,328 shares of Common Stock issued and outstanding.
 
Quorum; Effect of Abstentions and "Broker Non-Votes"
 
In order to carry on the business of the Meeting, we must have a quorum.  Under our bylaws, a quorum is one-third (1/3) of the shares entitled to vote at the meeting, represented in person or by proxy.
 
If stockholders indicate on their proxy card that they wish to abstain from voting, including brokers holding their customers' shares of record who cause abstentions to be recorded, these shares are considered present and entitled to vote at the Special Meeting.  These shares will count toward determining whether or not a quorum is present.  However, these shares will not be taken into account in determining the outcome of any proposals.
 
Broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker holding shares in street name for the beneficial owner thereof does not receive voting instructions from the beneficial owner, and 2) the broker lacks discretionary authority to vote the shares.  Banks and brokers cannot vote on their clients' behalf on "non-routine" proposals.  Therefore, broker non-votes are not counted for the purpose of determining whether stockholders have approved these types of matters.  For the purpose of determining whether stockholders have approved a matter, abstentions are treated as shares present or represented and voting.
 
Voting of Proxies
 
If you complete and return a proxy pursuant to the appropriate instructions, it will be voted in accordance with the specifications made on the proxy card.  If no specification is made on a submitted proxy, the shares represented by the proxy will be voted "FOR" each proposal, including "FOR" the election to the Board of each of the nominees named on the proxy card, and "FOR" any other matter that may be properly brought before the Special Meeting.  If you attend the Special Meeting, you may also vote in person, and any previously submitted votes will be superseded by the vote you cast in person at the Special Meeting.

 
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Revocability of Proxies
 
Any stockholder giving a proxy has the power to revoke the proxy at any time before the proxy is voted.  In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the stockholder or by his attorney authorized in writing, or, if the stockholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited at the offices of our transfer agent, Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.  Attendance at the Meeting will not in and of itself constitute revocation of a proxy.
 
Voting of Shares
 
Stockholders of record on the Record Date are entitled to one (1) vote for each share of Common Stock held on all matters to be voted upon at the Meeting.  You may vote in person or by completing and mailing the enclosed proxy card.  All shares entitled to vote and represented by properly executed proxies received before the polls are closed at the Meeting, and not revoked or superseded, will be voted at the Meeting in accordance with the instructions indicated on those proxies. YOUR VOTE IS IMPORTANT.
 
Solicitation of Proxies
 
We will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy and any additional information furnished to stockholders.  Copies of solicitation materials will be furnished to banks, brokerage houses, depositories, fiduciaries and custodians holding shares of Common Stock in their names that are beneficially owned by others to forward to these beneficial owners.  We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to the beneficial owners of the Common Stock at the Company's discretion.  Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or other regular employees.  No additional compensation will be paid to directors, officers or other regular employees for such services.  To date, we have not incurred costs in connection with the solicitation of proxies from our stockholders, however, our estimate for total costs is $10,000.
 
 

 
PROPOSAL NO. 1
 
ELECTION OF DIRECTORS
 
It is the intention of the persons named in the enclosed form of proxy, unless such proxy specifies otherwise, to nominate and to vote the shares represented by such proxy for the election of the nominees listed below to hold office until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified.  Each of the nominees named below currently serves as a director of our company.  Daniel J. Forbush and Larry Max Bigler were elected at the Annual Meeting of Stockholders held on May 15, 2010.  Larry Max Bigler resigned after being appointed on May 15, 2010 and was again appointed to our board on December 17, 2010.  Walter A. Marting, Jr. and Shane K. Dyer were elected at the Annual Meeting of Stockholders held on September 16, 2011.  Our company has no reason to believe that any of the nominees will become unavailable to serve as a director for any reason before the Annual Meeting.  However, in the event that any of them shall become unavailable, the person designated as proxy reserves the right to substitute another person of their choice when voting at the Annual Meeting.  Certain information regarding each nominee is set forth in the table and text below.
 
The directors serve for a term of one year and until their successors are duly elected and qualified.
 
The name, ages and positions of our directors and executive officers are listed below, along with a brief account of their business experience during the last five years.  Officers are appointed annually by the board of directors at its first meeting following the Annual Meeting of Stockholders and from time to time at the pleasure of the board.  There are no family relationships among the directors and officers, nor any arrangements or understandings between directors or officers and any other person pursuant to which any of such officers were selected as executive officers.

 
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Nominees for Election
 
All of the nominees are currently serving as directors.  The name, age, position with our company and the date on which each nominee was first appointed as a director of our company is set forth below.

Name
Age
Position
Date First Appointed
Daniel J. Forbush
60
Director, President, Chief Financial Officer and Chief Executive Officer
March 23, 2007
Larry Max Bigler
65
Director
December 17, 2010
Walter A. Marting, Jr.
66
Director
July 1, 2011
Shane K. Dyer
33
Director
September 16, 2011
 
Daniel J. Forbush - Director, President, Chief Financial Officer and Chief Executive Officer
 
Daniel J. Forbush, a Certified Public Accountant, has served as a Director and as Chief Financial Officer of the Company since March 2007 and as President and Chief Executive Officer since December 17, 2010.   Mr. Forbush has over 25 year of mining industry experience. Mr. Forbush’s diverse background in financial management includes positions at such Fortune 500 firms as Glamis Gold, Ltd., AMOCO, TENNECO and Arthur Andersen & Company. Beginning in 1999, Mr. Forbush focused on start-up opportunities including the building of a public accounting firm (Forbush and Associates) since November 2000 and business consulting firm (Core Business Builders Inc.) since January of 2004, and has functioned as Chief Financial Officer and Treasurer for a $25 million residential development and building contractor and a number of other smaller enterprises. He was initially recruited as Controller for Glamis Gold, Inc., the U.S. operating entity of Glamis Gold, Ltd. serving therein from 1988 to 1997 and Chief Financial Officer and Treasurer from 1997 to 1999, for Glamis Gold, Ltd., directing all aspects of financial, administrative and operations management for this $200MM NYSE-listed, multi-national corporation. Prior experience includes Corporate Director of Managerial Accounting, Echo Bay Mines, Ltd., 1986-1987. Nevada Operations Controller for Tenneco Minerals prior to its acquisition by Echo Bay Mines; General Accounting Supervisor for AMOCO; Assistant Controller for Cyprus Industrial Minerals Company; and, Senior Auditor for Arthur Andersen & Company.
 
Larry Max Bigler - Director
 
Larry Bigler has over 30 years of mining experience. Mr. Bigler is a practicing Certified Public Accountant with many mining clients. Mr. Bigler formerly was CFO, Vice President, and Director for Oro Nevada Resources and was instrumental in raising CDN$40 million from an initial public offering. From 1987 until 1992 he was Treasurer and Controller for Getchell Gold where he completed an initial public offering and a gold loan. He has degrees in economics and accounting and has published many articles on mining financial issues.
 
Walter A. Marting, Jr. - Director
 
Mr. Marting has spent a large part of his career both as a senior executive for a Fortune 500 mining company and starting and running his own junior gold mining company. After graduating from Harvard Business School in 1975 and following three years in the US Navy with SEAL Team Two, Mr. Marting joined Amax Inc. as an underground mine Production Supervisor at Amax’s Climax Molybdenum property in Leadville, Colorado. Mr. Marting spent two years working underground and in Climax’s open pit operation before moving to the Company’s headquarters in Greenwich, CT. In 1982 Mr. Marting was named Vice President – Finance for Amax Europe in Paris, France. Mr. Marting helped build Amax’s global mining presence from its Paris headquarters and had financial oversight of the company’s European and African exploration and development and ore processing activities. He left Amax in 1984 to start his own mining company that undertook the re-opening and operation of the famed 16-1 Mine in Allegheny, CA.
 
Shane K. Dyer P.E. W.R.S. - Director
 
Shane K. Dyer of Reno, NV is a Registered Professional Engineer and a Registered Water Rights Surveyor, with over 10 years experience in the Engineering Consulting Industry specifically in the design and permitting of mining operations including leach pad and waste dump designs, water resource engineering and business management.  Currently Vice President at Dyer Engineering Consultants, Inc. with a track record of producing excellent design, and project management results for clients in the United States and internationally, Mr. Dyer holds a Masters Degree in Civil engineering with a minor in Business Management from Brigham Young University. Serves as the Director of Permitting and Finance at Key Medical, Inc. a National Medicare Accredited DMPOS. Mr. Dyer has a strong technical background and is  innovative in problem solving and design.

 
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Information About the board of directors
 
Board and Committee Meetings
 
Our board of directors held 6 formal meetings during the year ended April 30, 2013.  All other proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware Corporate Law and our By-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
 
For the year ended April 30, 2013, there were three standing committees of the board of directors, the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee.
 
Nominating and Corporate Governance Committee, Director Nomination and Independence
 
Nominating and Corporate Governance Committee
 
Currently our Nominating and Corporate Governance Committee consists of Shane K. Dyer,  and Larry Max Bigler.  The governance and nominating committee (the “Nominating Committee”) of the Company is established by the Board of our company to assist our board in:
 
 
(1)
identifying individuals qualified to become members of the board and recommend individuals to the board for nomination as members of the board;
     
 
(2)
identifying individuals qualified to become members of the various committees of the board and to recommend such individuals for nomination as committee members to the board;
     
 
(3)
determining the composition of the board and its committees;
     
 
(4)
developing and recommending to the board a set of corporate governance principles applicable to our company; and
     
 
(5)
overseeing an evaluation process of the board and management.
 
During fiscal 2013, there was one meeting held by the nominating and corporate governance committee.  
 
Director Selection Process and Review of Director Nominees
 
We have established a process for identifying and nominating director candidates which we expect will result in the election of a highly-qualified and dedicated board of directors.  The following is an outline of the process for the nomination of candidates for election to the board of directors: (a) the Chief Executive Office, the Nominating and Corporate Governance Committee or other members of the board of directors identify the need to add new Board members either to fill vacancies or to enhance the mix of qualifications, skills and experience represented on the board of directors (b)  the Committee coordinates the search for qualified candidates with input from management and other Board members,  (c) the Committee may engage a third party consultant to help identify and evaluate candidates for membership to the board of directors, if it deems such engagement is necessary and appropriate, (d) selected members of management and the board of directors interview prospective candidates; and (e) The Committee recommends a nominee, which it believes will serve the best interests of General Metals stockholders.
 
The board of directors has determined that directors should possess the following minimum qualifications: (a) the highest personal and professional ethics, integrity, and values; (b) commitment to representing the long-term best interests of the stockholders and (c) sufficient time to effectively fulfill the duties of a Board member.  Candidates suggested by shareholders will be considered on the same basis as any other candidate.   Any stockholder proposing a nomination should submit such candidates name, along with curriculum vitae or other summary of qualifications experience and skills to the Secretary, General Metals Corporation, 1155 West Fourth Street Suite 210, Reno, NV 89503.

 
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General Metals Corporation considers diversity, age and skills in deciding on nominees.  The Nominating and Corporate Governance Committee reviews these matters through discussion at meetings of the committee.  In evaluating a director candidate, the committee considers factors that are in the best interests of our company and its stockholders.
 
Director Independence
 
We currently act with four (4) directors, consisting of, Walter A. Marting, Jr., Larry Max Bigler, Shane K. Dyer and Daniel Forbush.  We have determined that Walter A. Marting, Jr.,  Shane K. Dyer and Larry Max Bigler qualify as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
 
Audit Committee and Audit Committee Financial Expert
 
Audit Committee
 
Currently our audit committee consists of Larry Max Bigler, Chairman, and Walter A. Marting, Jr.  The function of the audit committee is to meet with our independent auditors at least annually to review, upon completion of the annual audit, financial results for the year, as reported in our financial statements; recommend to the Board the independent auditors to be retained; review the engagement of the independent auditors, including the scope, extent and procedures of the audit and the compensation to be paid therefore; assist and interact with the independent auditors in order that they may carry out their duties in the most efficient and cost effective manner; and review and approve all professional services provided to us by the independent auditors and considers the possible effect of such services on the independence of the auditors.
 
During fiscal 2013, there were 4 meetings held by the audit committee.  The business of the audit committee was conducted by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.
 
Audit Committee Financial Expert
 
Our board of directors has determined that Larry Max Bigler of its audit committee qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
 
Compensation Committee
 
Our compensation committee consists of Shane K. Dyer, Chairman, and Larry Max Bigler.  Members of the compensation committee are independent within the meaning of our directors' independence standards and also are non-employee directors within the meaning of Rule 16b-3 of the Exchange Act. Our compensation committee is to be composed of a minimum of 2 independent directors and is not to exceed more than 5 independent directors.  The committee is to meet at least 2  times annually to review various responsibilities as outlined below and periodically revise committee's charters.  To assists in carrying out its responsibilities, the compensation Committee will receive reports and   recommendations from the CEO and the management, from an outside independent compensation consultant, if retained and its own legal or other advisors. The committee will report to the full board its recommendations during regular board of directors meetings.
 
The Compensation Committee's principal responsibilities include, but not limited to:
 
 
·
Establish remuneration levels of corporation's officers and company's independent directors
 
·
Reviewing management organization and development; Reviewing significant employee benefit programs; and
 
·
Establish and administering executive compensation program including independent directors. This will encompass bonus plans, stock option and other equity-based programs, deferred compensation plans, and any other cash or stock incentive program.

During fiscal 2013, there were 3 meetings held by the compensation committee.

 
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Code of Ethics
 
Effective August 10, 2006, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (being our principal executive officers and principal accounting officers), as well as our independent directors and other persons performing similar functions.
 
Our Code of Business Conduct and Ethics as filed with the Securities and Exchange Commission is incorporated by reference as Exhibit 14.1 to annual report on Form 10-K.  We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.  Requests can be sent to: General Metals Corporation, 1155 West Fourth Street Suite 210, Reno, NV 89503.
 
Certain Relationships and Related Transactions, and Director Independence
 
There have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
 
 
 
 
PROPOSAL NO. 2
 
ADVISORY VOTE ON EXECUTIVE COMPENSATION
(SAY-ON-PAY VOTE)
 
This year, as required by Section 14A of the Exchange Act, we are providing stockholders the opportunity to advise our Board regarding the compensation of our Named Executive Officers, as such compensation is described in this Proxy Statement, the tabular disclosure regarding such compensation and the accompanying narrative disclosure, beginning on page 4 of this Proxy Statement.  We urge our stockholders to review these disclosures for further insight into our compensation policies.
 
The goal of our company's executive officer compensation program is to retain and reward highly qualified, talented leaders who create long term stockholder value. The program is designed to align management’s interest with that of stockholders and motivate senior executives to increase our long-term growth and profitability while attempting to minimize risks that could result from compensation decisions. As described in this proxy statement, our board weighs the appropriate mix of compensation elements, including the allocation between cash and equity, for each executive officer to help achieve those objectives. Our Compensation Discussion and Analysis contained in this proxy statement describes our executive compensation program and the decisions made by our board in more detail.
 
Accordingly, our board is asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:
 
"RESOLVED, that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED."
 
As an advisory vote, this proposal is not binding on our board. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and our board, and, accordingly, our board intends to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
 
Advisory approval of this proposal requires the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting.
 
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
IN FAVOR OF PROPOSAL 2

 
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PROPOSAL NO. 3
 
ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
(SAY-WHEN-ON-PAY VOTE)
 
Accordingly, our company is asking stockholders to indicate whether they would prefer an advisory vote every year, every other year or every three years. For the reasons described below, our board recommends that the stockholders select a frequency of three years.
 
After considering the benefits and consequences of each alternative, our board recommends that the advisory vote on the compensation of our company’s named executive officers be submitted to the stockholders once every three years.
 
Our board believes that a triennial advisory vote makes sense for our company and its stockholders for the following reasons:
 
 
·
A triennial advisory vote will allow stockholders to better evaluate our executive compensation programs relative to a pattern of performance over time, which is a more appropriate perspective than the short-term approach that an annual vote could encourage. We seek to encourage a long-term focus among our executives by, for example, granting equity awards that vest over long periods and are designed to correlate closely with the creation of long-term stockholder value. In addition, our compensation programs do not change significantly from year to year. We are concerned that annual votes on our executive compensation program could foster a short-term focus and lead to an over-emphasis on the near-term effect of our compensation programs and thus undermine some of our program’s long-term features. We believe that a vote on our compensation by our stockholders every three years will encourage stockholders to take the same long-term approach to our compensation programs taken by our executives and our compensation committee.
 
 
·
A triennial advisory vote will provide us the appropriate time to understand any concerns expressed by our stockholders, thoughtfully evaluate and respond to our stockholders and effectively implement any desired changes to our executive compensation program. As a practical matter, because our critical compensation actions are taken in the first quarter of each fiscal year, any changes to our executive compensation program that were responsive to stockholder concerns would not be fully implemented until the year following the vote, and, as result, would not be disclosed in the compensation tables and reflected in the Compensation Discussion and Analysis section of our proxy statement until the second completed fiscal year following the advisory vote. A triennial advisory vote will permit our stockholders to observe and evaluate the impact of any changes to our executive compensation policies and practices that have occurred since the last advisory vote on executive compensation, including changes made in response to the outcome of a prior advisory vote on executive compensation.
 
 
·
An annual advisory vote may frustrate stockholder communication. While an advisory vote on executive compensation may reflect general satisfaction or dissatisfaction with a company’s practices, a dialogue about executive compensation between our stockholders and our board or Compensation Committee members can provide a forum that is more conducive to expressing precise views regarding specific compensation practices. Our board believes that stockholders should not have to wait for a formal vote at an annual meeting. We encourage our stockholders to convey their compensation concerns to us and view the advisory vote as an additional, but not exclusive, opportunity for our stockholders to communicate with us regarding executive compensation.
 
While our board believes that its recommendation is appropriate at this time, stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whether the non-binding stockholder advisory vote on the approval of our executive officer compensation practices should be held every year, every two years, or every three years. The frequency option that receives votes from the holders of at least a majority of shares present or represented and voting at the Annual Meeting will be considered the preferred frequency of future advisory votes on the compensation of our named executive officers by our stockholders. Our board values the opinions of our stockholders in this matter, and, to the extent there is any significant vote in favor of one frequency over the other options, even if fewer than a majority of the votes cast, our board will consider the stockholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and not binding on our board or our company in any way, our board may decide that it is in the best interests of our stockholders and our company to hold an advisory vote on executive compensation more or less frequently than the option indicated by our stockholders.

 
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OUR BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE THREE YEAR FREQUENCY OF  STOCKHOLDER ADVISORY VOTES ON COMPENSATION ON PROPOSAL 3.
 

 
 
PROPOSAL NO. 4
 
RATIFICATION OF APPOINTMENT OF AUDITOR
 
Our board of directors, on recommendation of the Audit Committee, has appointed the firm Ingenium Accounting Associates as our principal accountants to audit our financial statements for the year ended April 30, 2014, subject to ratification of this appointment by the stockholders of our company.
 
In the event that the stockholders fail to ratify this appointment, the Audit Committee will reconsider its selection of audit firm, but may decide not to change its selection.  Even if this appointment is ratified, our board of directors, in their discretion, may direct the appointment of a new independent accounting firm at any time during the year, if our board believes that such a change would be in the best interest of our company and our stockholders.
 
A representative of Ingenium Accounting Associates is expected to be available to respond to appropriate questions at the Meeting.
 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF INGENIUM ACCOUNTING ASSOCIATES AS OUR COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING APRIL 30, 2014.
 
The aggregate fees billed for the most recently completed fiscal year ended April 30, 2013 and for fiscal year ended April 30, 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
 
   
Year Ended
April 30
  
   
2013
($)
    
2012
($)
  
Audit Fees
  
45,500
    
45,500
  
Audit Related Fees
  
Nil
    
Nil
  
Tax Fees
  
Nil
    
Nil
  
All Other Fees
  
Nil
    
Nil
  
Total
  
45,500
    
45,500
  
 
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
 
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
 
 
 
 
PROPOSAL NO. 5
 
APPROVAL OF REVERSE STOCK SPLIT (CONSOLIDATION)
 
General
 
Our board of directors has approved, and recommended that our stockholders approve, a proposal to permit our board of directors, in their sole discretion, to file a Certificate of Amendment to our Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares of common stock on a basis of up to twenty (20) old for one (1) new share (the "Reverse Stock Split").

 
8
 

If our stockholders approve the Reverse Stock Split, and our board of directors decides to implement it, the Reverse Stock Split will become effective upon approval of The Financial Industry Regulatory Authority ("FINRA") and upon the filing of a Certificate of Amendment of Certificate of Incorporation with the Delaware Secretary of State.
 
Even if the stockholders approve the Reverse Stock Split, we may abandon or postpone the proposal if our board of directors determines that it is no longer in the best interests of our company and our stockholders. If the Reverse Stock Split is not implemented by our board of directors within 12 months of the annual meeting, the proposal will be deemed abandoned, without further effect. In that case, our board of directors may again seek stockholder approval at a future date if it deems a reverse stock split to be advisable at that time.
 
Reasons for the Reverse Stock Split
 
Our common stock is quoted on the OTCQB under the symbol “GNMT”. Our shares of common stock have traded at very low prices for some time. As of July 2, 2013, the last reported closing price of the Company’s common stock was $0.013. The Reverse Stock Split is intended to increase the per share stock price. We believe that the Reverse Stock Split will make our common stock more attractive to a broader range of institutional and other investors, as we have been advised that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our common stock a more attractive and cost effective investment for many investors, which will enhance the liquidity of the holders of our common stock. Accordingly, we believe that approval of the Reverse Stock Split is in the Company’s and our stockholders’ best interests.
 
Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Stock Split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after a Reverse Stock Split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.
 
Effects of the Reverse Stock Split
 
Reduction of Shares Held by Individual stockholders.  After the effective date of the proposed Reverse Stock Split, each stockholder will own fewer shares of our common stock.  However, the proposed Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in our company.  Proportionate voting rights and other rights of the stockholders will not be affected by the proposed Reverse Stock Split.  For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to the Reverse Stock Split would continue to hold 2% of the voting power of the outstanding shares of our common stock immediately after the Reverse Stock Split.  The number of stockholders of record will not be affected by the Reverse Stock Split.  However, if the Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of our common stock.  Brokerage commissions and other costs of transactions in odd lots may be higher than the costs of transactions of more than 100 shares of our common stock.
 
Reduction in Total Outstanding Shares.  The proposed Reverse Stock Split will reduce the total number of outstanding shares of our common stock by the exchange ratio of up to twenty (20) old for one (1) new.
 
The following table contains approximate information relating to our common stock under certain possible exchange ratios, based on share information as at June 3, 2013:

 
9
 
 
 
Current
1-for-20 Split
Authorized common stock
500,000,000
500,000,000
Common stock outstanding
348,788,328
17,439,417
 
As reflected in the table above, the number of authorized shares of our common stock will not be reduced by the Reverse Stock Split.  Accordingly, the Reverse Stock Split will have the effect of increasing the authorized, but unissued shares of our common stock as a percentage of total authorized shares.  These shares may be used by us for various purposes in the future without future stockholder approval (subject to applicable securities regulations), including, among other things, financings, strategic partnering arrangements, equity incentive plans, acquisitions of assets, stock splits or stock dividends.
 
Effect on Outstanding Options, Warrants, Right and Convertible Securities.  As required by their terms, all outstanding options, warrants, rights and convertible securities at the time of the reverse stock split will be appropriately adjusted for the Reverse Stock Split automatically on the effective date of the Reverse Stock Split. The number of shares subject to outstanding options and warrants will be reduced by the Reverse Stock Split ratio and the exercise prices for outstanding options will be proportionately increased.
 
Regulatory Effects.  The proposed Reverse Stock Split will not affect the registration of our common stock under the Exchange Act or our company’s obligation to publicly file financial and other information with the Securities and Exchange Commission.  If the proposed Reverse Stock Split is implemented, our common stock will continue to be quoted on the OTC Bulletin Board under the symbol "GNMT" (although the OTC Bulletin Board would likely add the letter “D” to the end of the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred).
 
No Going Private Transaction.  Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our board of directors does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.  The Reverse Stock Split will not be the first step in a series of plans or proposals of a going private transaction.
 
The Proposed Reverse Stock Split May Not Increase our company’s Stock Price over the Long-Term, Which Would Prevent our company From Realizing Some of the Anticipated Benefits of the Reverse Stock Split.  Our board of directors expects that a Reverse Stock Split of our common stock will likely increase the market price of our common stock immediately following the Reverse Stock Split.  However, the effect of a reverse stock split upon the market price of our common stock cannot be predicted with any certainty, and the history of similar stock split combinations for companies in like circumstances is varied.  It is possible that the per share price of our common stock after the Reverse Stock Split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the Reverse Stock Split.
 
The Proposed Reverse Stock Split May Decrease the Liquidity of our company’s Stock.  The liquidity of our common stock may be harmed by the proposed Reverse Stock Split given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split.
 
Board Discretion to Implement the Reverse Stock Split
 
If the Reverse Stock Split is approved by the stockholders, it will be effected, if at all, only upon a determination by our board of directors that a Reverse Stock Split is in the best interests of our company and our stockholders at the time of such determination.  Such determination will be based upon factors our board of directors deems appropriate, including without limitation our company’s then current stock price, the existing and expected marketability and liquidity of our common stock and prevailing market conditions.  Notwithstanding approval of the Reverse Stock Split by our stockholders, our board of directors may, in their sole discretion, abandon the proposed amendment to the Certificate of Incorporation and determine not to effect the Reverse Stock Split as permitted under Section 242(c) of the Delaware General Corporation Law.  If our board of directors does not implement the Reverse Stock Split prior to the one year anniversary of the receipt of the requisite stockholder approval at the Annual Meeting or any adjournment thereof, stockholder approval would be required again prior to implementing any reverse stock split.

 
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Amendment Effective Time
 
The effective date of the Reverse Stock Split will be the date on which the Amendment to Certificate of Incorporation to effect the amendment contemplated by Proposal No. 3 is accepted and recorded by the Delaware Secretary of State (subject to any specific future time of effectiveness stated therein) in accordance with Section 103 of the DGCL.  The exact timing of the filing of the amendment will be determined by our board of directors based on their evaluation as to when such action will be the most advantageous to our company and our stockholders.  Except as explained below with respect to fractional shares, on the effective date of the amendment to effect the Reverse Stock Split, shares of our common stock issued and outstanding immediately prior thereto will be combined and converted, automatically and without any action on the part of our stockholders, into new shares of our common stock in accordance with the reverse stock split ratio determined by our board of directors within the limits set forth in this Proposal No. 3.
 
Required Vote
 
Approval of Proposal No. 3 requires the affirmative vote, of a majority of shares (represented either in person or by proxy) present at the meeting.  Abstentions and broker “non-votes” will be counted for quorum purposes but will not count towards adoption of the Proposal No. 3 and will be treated as abstentions. 
 
Our board of directors urges you to vote "FOR" this Proposal No. 3 to approve the Reverse Stock Split.
 
Stockholders’ Equity
 
Following the effectiveness of the amendment to our company’s Certificate of Incorporation, the stated capital on our company’s balance sheet and the additional paid-in capital account, in each case, attributable to our common stock, will be adjusted to reflect the Reverse Stock Split.  The par value per share of our common stock will remain unchanged at $0.001 per share after the Reverse Stock Split.  As a result, on the effective date of the Reverse Stock Split, the stated capital on our company’s consolidated balance sheet attributable to common stock will be reduced and the additional paid-in-capital account will be increased by the amount by which the stated capital is reduced.  Per share net income or loss will be increased because there will be fewer shares of our common stock outstanding.  Our company does not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.
 
Interests of Certain Persons in the Proposal
 
Certain of our company’s officers and directors have an interest in this Proposal No. 3 as a result of their ownership of shares of stock of our company, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” below.  However, our company does not believe that our officers or directors have interests in the Reverse Stock Split that are different from or greater than those of any other stockholder of our company.
 
Fractional Shares
 
No fractional shares of common stock will be issued as a result of the Reverse Stock Split.  Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole number.
 
Exchange of Stock Certificates
 
As soon as practicable after the effective date, transmittal forms will be mailed to each stockholder holding shares of our common stock in certificated form. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our common stock (the "Old Certificates") to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Stock Split common stock (the "New Certificates"). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Stockholders will then receive a New Certificate(s) representing the number of whole shares of common stock that they are entitled as a result of the Reverse Stock Split. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-Reverse Stock Split common stock to which these stockholders are entitled. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends that are on the back of the Old Certificate(s).
 
 
 
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STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE A TRANSMITTAL FORM FROM OUR TRANSFER AGENT. STOCKHOLDERS ARE ENCOURAGED TO PROMPTLY SURRENDER CERTIFICATES TO THE TRANSFER AGENT FOLLOWING RECEIPT OF TRANSMITTAL FORMS IN ORDER TO AVOID HAVING SHARES POSSIBLY BECOMING SUBJECT TO ESCHEAT LAWS.
 
Shares Held in Book-Entry and Through a Bank, Broker or Other Nominee
 
If you hold shares of our common stock electronically in book-entry form with our transfer agent, you do not currently have and will not be issued stock certificates evidencing your ownership after the Reverse Stock Split. If you hold registered shares in book-entry form with our transfer agent, no action needs to be taken to receive post-Reverse Stock Split shares. If you are entitled to post-Reverse Stock Split shares, a transaction statement will automatically be sent to you indicating the number of shares of our common stock held following the Reverse Stock Split.
 
If you hold shares of our common stock in “street name” through a bank, broker, custodian or other nominee, we will treat your common stock in the same manner as stockholders whose shares are registered in their own names. Banks, brokers and other nominees will be instructed to effect the Reverse Stock Split for their customers holding our common stock in street name. However, these banks, brokers and other nominees may have different procedures for processing a Reverse Stock Split. If you hold shares of our common stock in street name, we encourage you to contact your bank, broker, custodian or other nominee.
 
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.
 
The following discussion is a summary of certain U.S. federal income tax consequences of the Reverse Stock Split to our company and to stockholders that hold such stock as a capital asset for U.S. federal income tax purposes.  This discussion is based on laws, regulations, rulings and decisions in effect on the date hereof, all of which are subject to change (possibly with retroactive effect) and to differing interpretations.  This discussion applies only to holders that are U.S. persons and does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances or to holders who may be subject to special tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, holders who are dealers in securities or foreign currency, foreign persons, insurance companies, tax-exempt organizations, banks, financial institutions, small business investment companies, regulated investment companies, real estate investment trusts, retirement plans, holders that are partnerships or other pass-through entities for U.S. federal income tax purposes, holders whose functional currency is not the U.S. dollar, traders that mark-to-market their securities, holders subject to the alternative minimum tax, holders who hold our common stock as part of a hedge, straddle, conversion or other risk reduction transaction, or who acquired our common stock pursuant to the exercise of compensatory stock options, the vesting of previously restricted shares of stock or otherwise as compensation.
 
Our company has not sought, and will not seek, a ruling from the U.S. Internal Revenue Service regarding the U.S. federal income tax consequences of the Reverse Stock Split.  The following summary does not address the tax consequences of the Reverse Stock Split under foreign, state, or local tax laws.  Accordingly, each holder of our common stock should consult his, her or its tax advisor with respect to the particular tax consequences of the Reverse Stock Split to such holder.
 
IRS Circular 230 Disclosure:  To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this proxy statement was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding tax-related penalties under the Code. The tax advice contained in this proxy statement was written to support the promotion or marketing of the transactions and matters addressed by the proxy statement. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.
 
The U.S. federal income tax consequences for a holder of our common stock and for our company pursuant to the Reverse Stock Split will be as follows:
 
 
·
the holder should not recognize any gain or loss for U.S. federal income tax purposes;
 
 
·
the holder’s aggregate tax basis in our common stock received pursuant to the Reverse Stock Split, should be equal to the aggregate tax basis of such holder’s Common Stock surrendered in exchange therefor;

 
12
 

 
 
·
the holder’s holding period for our common stock received pursuant to the Reverse Stock Split, should include such holder’s holding period for our common stock surrendered in exchange therefor;
 
 
·
any such capital gain or loss should be treated as a long-term or short-term capital gain or loss based on such holder’s holding period; and
 
 
·
our company should not recognize gain or loss solely as a result of the Reverse Stock Split.
 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE REVERSE STOCK SPLIT (CONSOLIDATION).
 

 
 
PROPOSAL NO. 6
 
APPROVAL OF CHANGE OF NAME
 
Our board of directors have executed a written consent authorizing and recommending that our stockholders approve a proposal to change our name from "General Metals Corporation" to "Cibolan Gold Corporation" or such other similar name as may be available. Our board of directors believes that the new name, Cibolan Gold Corporation, will more accurately reflect our current business activities in the area of precious metals exploration and production fields specifically gold and promote public recognition of the Company.  Cibola is the name of one of the seven lost cities of gold.
 
Effectiveness of the Name Change
 
If approved by our stockholders, the change in our name will become effective upon the filing of Certificate of Amendment of Certificate of Incorporation with the Secretary of State of Delaware. We intend to file the Certificate of Amendment of Certificate of Incorporation as soon as practicable once stockholder approval is obtained. Additionally, if the name change is approved at the Meeting, we will promptly thereafter change our FINRA OTC Bulletin Board trading symbol. Our new OTC Bulletin Board trading symbol will be determined at the time the name change becomes effective.
 
Changing the name of our company will not have any effect on the rights of existing shareholders. The proposed name change will not affect the validity or transferability of currently outstanding stock certificates, and shareholders will not be requested to surrender for exchange any stock certificates they hold.
 
No Appraisal Rights
 
Under Delaware law, our stockholders are not entitled to appraisal rights with respect to the Amendments and we will not independently provide our stockholders with any such right.
 
Our management believes the name change is in the best interests of our company and recommends that the stockholders approve the name change. The name change will be approved if the affirmative vote of at least a majority of the common stock present or represented at the Meeting and entitled to vote thereat are voted in favour of approving the name change. Accordingly, at the Meeting, the stockholders will be asked to pass the following resolution:
 
RESOLVED THAT:
 
 
1.
The name of the Company be changed to "Cibolan Gold Corporation", or such other similar name as may be acceptable by the board of directors and the Delaware Secretary of State and the applicable securities regulatory authorities.
 
 
2.
The preparation and filing of a Certificate of Amendment of Certificate of Incorporation be and is hereby approved.
 
 
3.
Any one director or officer of the Company be and is hereby authorized to do all things as may be necessary or advisable to effect the foregoing resolutions on behalf of the Company and to take such steps as may be necessary or advisable to give effect to the change of name, including preparing and filing the Certificate of Amendment of Certificate of Incorporation with the Delaware Secretary of State.
 

 
13
 
 
 
4.
Notwithstanding the foregoing, the board of directors of the Company shall have sole and complete discretion to determine whether or not to carry out the change of the Company’s name and, notwithstanding shareholder approval of the proposed change of name, there shall be no obligation to proceed with such name change.
 
Our board of directors recommends that you vote FOR the approval of the name change.
 
A copy of the form of Certificate of Amendment of Certificate of Incorporation, if both Proposal 3 and 4 are passed, is attached as Exhibit "A" to this Proxy Statement.
 
A copy of the form of Certificate of Amendment of Certificate of Incorporation, if only Proposal 3 is passed, is attached as Exhibit "B" to this Proxy Statement.
 
A copy of the form of Certificate of Amendment of Certificate of Incorporation, if only Proposal 4 is passed, is attached as Exhibit "C" to this Proxy Statement.
 
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
 
Except as disclosed elsewhere in this Proxy Statement, since May 1, 2012, being the commencement of our last completed financial year, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:
 
 
1.
any director or officer of our corporation;
 
 
2.
any proposed nominee for election as a director of our corporation; and
 
 
3.
any associate or affiliate of any of the foregoing persons.
 
The shareholdings of our directors and officers are listed below in the section entitled "Principal Shareholders and Security Ownership of Management".
 
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
 
As of June 3, 2013, we had a total of 348,788,328 shares of common stock ($0.001 par value per share) issued and outstanding.
 
The following table sets forth, as of June 3, 2013, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers.  Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.  Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership(1)
Percentage
of Class(1)
Walter A. Marting, Jr.
Reno, Nevada
3,550,950
1.01%
Larry Max Bigler
Reno, Nevada
6,093,035
1.75%
Daniel J. Forbush
Sparks, Nevada
13,650,000
3.91%
Shane K. Dyer
Reno, Nevada
3,550,950
1.01%
Directors and Executive Officers as a Group
26,844,935
 
7.69%
 
 
 
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(1)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.  Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.  As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on June 3, 2013.  As of June 3, 2013, there were 348,788,328 shares of our company’s common stock issued and outstanding.
 
EXECUTIVE COMPENSATION
 
The particulars of the compensation paid to the following persons:
 
 
·
our principal executive officer;
 
 
·
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2013 and 2012; and
 
 
·
one additional individual for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2013 and 2012, who we will collectively refer to as the named executive officers of our company, is set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
 
SUMMARY COMPENSATION TABLE
Name
and Principal Position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive Plan Compensation
($)
Change in Pension
Value and Nonqualified Deferred Compensation Earnings
($)
All
Other Compensation
($)(1)
Total
($)
Daniel Forbush
2013
120,000
Nil
26,400
Nil
Nil
Nil
Nil
146,400
President, CEO, CFO
2012
120,000
Nil
 Nil
Nil
Nil
Nil
Nil
 120,000
 
 
(1)
The value of perquisites and other personal benefits, securities and property for the officers that do not exceed the lesser of $10,000 or 10% of the total of the annual salary and bonus and is not reported herein.
 
Compensation of Directors
 
We reimburse our directors for expenses incurred in connection with attending board meetings.  Beginning June 1, 2007, the non-employee directors receive $1,000 per month for their service on the board of directors.  On September 2, 2010 the board of directors suspended all fees for their services until further notice.  Effective May 1, 2010, the compensation of non-employee Directors was reinstated at $1,000 per month for their services and $1,000 per month for fulfilling their committee assignments.   The Directors also receive Stock Incentive Grants from time to time as authorized by the Board.  Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.
 
 
 
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The following table sets forth a summary of the compensation paid to our non-employee directors in 2013:

DIRECTOR COMPENSATION
Name
Fees
Earned or
Paid in
Stock
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All
Other
Compensation
($)
Total
($)
Larry Bigler
24,000
19,800
Nil
Nil
Nil
Nil
43,800
Shane Dyer
24,000
19,800
Nil
Nil
Nil
Nil
43,800
Walter A. Marting
24,000
19,800
Nil
Nil
Nil
Nil
43,800
P.K. Rana Medhi
24,000
19,800
Nil
Nil
Nil
Nil
43,800
 
Employment Contracts and Termination of Employment and Change in Control Arrangements
 
We currently do not have any employment agreements or consulting agreements with our directors and executive officers.
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Our directors and executive officers may receive stock options and stock grants at the discretion of our board of directors in the future. We do not have any bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options or stock grants may be granted at the discretion of our board of directors.
 
We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.
 
Compensation Plans
 
On December 12, 2012, our stockholders approved the adoption of our 2012 Stock Plan.  The 2012 Stock Plan reserves an aggregate of 30,000,000 shares for the grants of options to purchase shares of common stock, $0.001 par value per share, of our company.  A copy of the 2012 Stock Option Plan is attached as Schedule "D".
 
As of April 30, 2013, we did not have any other compensation plans in place except for an incentive plan for Daniel J. Forbush and Walter A. Marting Jr. under which they can receive 5,000,000 shares and 2,000,000 shares respectively upon the completion of certain goals and accomplishment of certain objectives.
 
Compliance With Section 16(a) Of The Exchange Act
 
Our company believes that during the year ended April 30, 2013, all executive officers, directors and greater than 10% beneficial owners, complied with Section 16(a) filing requirements.
 
STOCKHOLDER PROPOSALS
 
Under the rules of the SEC, proposals of Stockholders intended to be presented at the 2014 annual meeting of Stockholders must be made in accordance with the by-laws of our company and received by our company at our principal executive offices for inclusion in our company’s proxy statement for that meeting no later than March 1, 2014.  The board of directors will review any stockholder proposals that are filed as required and will determine whether such proposals meet applicable criteria for including in our 2014 proxy statement.

 
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"HOUSEHOLDING" OF PROXY MATERIAL
 
The Securities and Exchange Commission permits companies and intermediaries (e.g. brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders.  This process, commonly referred to as "householding", potentially means extra conveniences for stockholders and cost savings for companies.
 
A number of brokers with accountholders who are stockholders of our Company will be "householding" our proxy materials.  As indicated in the notice previously provided by these brokers to stockholders, a single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected stockholder.  Once you have received notice from your broker that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent.  If at any time, you no longer wish to participate in "householding" and would prefer to receive a separate proxy statement, please notify your broker.
 
Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request "householding" of their communications should contact their broker.
 
OTHER BUSINESS
 
The Board knows of no other business that will be presented for consideration at the Meeting.  If other matters are properly brought before the Meeting; however, it is the intention of the persons named in the accompanying proxy to vote the shares represented thereby on such matters in accordance with their best judgment.
 
If there are insufficient votes to approve any of the proposals contained herein, the Board may adjourn the Meeting to a later date and solicit additional proxies.  If a vote is required to approve such adjournment, the proxies will be voted in favor of such adjournment.
 
By Order of the board of directors,
 
/s/ Daniel Forbush
Daniel Forbush
Director
 
 
 
 
 
 
 
 
 
 
 
 

 
17
 

PROXY CARD
 
SPECIAL MEETING OF STOCKHOLDERS OF
GENERAL METALS CORPORATION
(the "Company")

TO BE HELD IN THE MEETING ROOM AT THE CENTER FOR UNIQUE BUSINESS ENTERPRISE
300 EAST 2nd STREET, #1405, RENO, NV, 89501
ON Friday November 22, 2013 at 10:00 a.m. (Pacific Time)
(the "Meeting")
 
The undersigned shareholder ("Registered Shareholder") of the Company hereby appoints, Daniel Forbush, an officer of the Company, or failing him, Larry Max Bigler, a director of the Company, or in the place of the foregoing, _____________________ [print name] as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the Meeting and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder were present at the said Meeting, or any adjournment thereof.
 
The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the Registered Shareholder as specified herein.
 
o       Please check this box only if you intend to attend and vote at the Meeting
 
To assist the Company in tabulating the votes submitted by proxy prior to the Meeting, we request that you mark, sign, date and return this Proxy by 10:00 a.m November 7, 2013 using the enclosed envelope.
 
THIS PROXY IS SOLICITED ON BEHALF MANAGEMENT OF THE COMPANY.
 
PLEASE MARK YOUR VOTE IN THE BOX.

PROPOSAL 1:  Election of Directors:
        
Daniel J. Forbush
FOR
o
WITHHELD
o
Larry Max Bigler
FOR
o
WITHHELD
o
Walter A. Marting, Jr.
FOR
o
WITHHELD
o
Shane K. Dyer
FOR
o
WITHHELD
o
         
PROPOSAL 2: Advisory Vote on the compensation of our company's named executive officers
FOR
o
AGAINST
o
         
PROPOSAL 3: Advisory Vote on the frequency of future advisory votes on the compensation of our company's named executive officers
1 Year
o
2 Years
o
3 Years
o
  
         
PROPOSAL 4: To ratify the appointment of Ingenium Accounting Associates Certified Public Accountants as the Company’s independent public accounting firm for the fiscal year ending April 30, 2014
FOR
o
AGAINST
o
         
PROPOSAL 5:  To approve a reverse stock split (consolidation) of the issued and outstanding shares on up to a 20:1 basis
FOR
o
AGAINST
o
         
PROPOSAL 6:  To approve a change in the name of the corporation to Cibolan Gold Corporation
FOR
o
AGAINST
o
 
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy, when properly executed, will be voted in the manner directed by the Registered Shareholder.  If no direction is made, this Proxy will be voted "FOR" each of the nominated directors and "FOR" the remaining Proposals.
 
Dated: _____________________________
Signature: ____________________________________
 
Please sign exactly as name appears below. When shares are held jointly, both Registered Shareholders should sign. When signing as attorney, executor, administrator, trustee or guardian, please indicate full title as such.  If a corporation, please indicate full corporate name; and if signed by the president or another authorized officer, please specify the officer's capacity. If a partnership, please sign in partnership name by authorized person.
 
SIGN HERE:
    
Please Print Name:
    
Date:
    
Number of Shares Represented by Proxy
    
THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED AND DATED.

 
1
 
 
SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE.
 
INSTRUCTIONS FOR COMPLETION OF PROXY
 
1.           This form of proxy ("Instrument of Proxy") must be signed by you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.
 
2.           If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder.
 
3.           A Registered Shareholder who wishes to attend the Meeting and vote on the resolutions in person, may simply register with the Scrutineer before the Meeting begins.
 
4.           A Registered Shareholder who is not able to attend the Meeting in person but wishes to vote on the resolutions, may do the following:
 
(a)           appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is; OR
 
(b)           appoint another proxyholder.
 
5.           The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any poll of a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly.  Further, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.
 
INSTRUCTIONS AND OPTIONS FOR VOTING:
 
To be represented at the Meeting, this Instrument of Proxy must be DEPOSITED at the office of Nevada Agency and Transfer Company, by mail or by online vote, at any time up to and including 10:00 a.m. (local time) on November 7, 2013, or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment of the Meeting.

 
Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880
Reno, Nevada 89501
 

 

 
2
 

SCHEDULE "A"
 
FORM OF CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
 
(If Proposal No. 5 and 6 passed)



CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GENERAL METALS CORPORATION
a Delaware Corporation
 
(pursuant to Section 242 of the Delaware General Corporation Law)
 
General Metals Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GCL”), through its duly authorized officers and by authority of its Board of Directors does hereby certify:
 
FIRST:                 That in accordance with the provisions of Section 242 of the GCL, the Board of Directors of the Corporation duly adopted resolutions setting forth proposed amendments to the Certificate of Incorporation of the Corporation, declaring said amendments to be advisable and directing that said amendments be submitted to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:
 
RESOLVED, that Article 1 of the Corporation's Certificate of Incorporation be amended in its entirety as follows:
 
"1.           The name of the corporation shall be: Cibolan Gold Corporation"
 
RESOLVED, that a new Article 6 be added to the Certificate of Incorporation to read as follows:
 
"6.           Effective as of 5:00 p.m. (Pacific Time) on the date of filing (the "Effective Time") of this amendment to the corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, each share of common stock, par value $0.001 per share (the "Old Common Stock"), issued and outstanding immediately prior to the Effective Time, shall be, and hereby is, split on a basis of one (1) new share of common stock for twenty (20) old shares of common stock, par value $0.001 per share (the "New Common Stock"). Each outstanding stock certificate which immediately prior to the Effective Time represented one or more shares of Old Common Stock shall thereafter, automatically and without the necessity of surrendering the same for exchange, represent the number of whole shares of New Common Stock.  The corporation shall not issue or deliver any fractional shares of New Common Stock. In lieu thereof, shares of Old Common Stock that are not evenly divisible will be rounded up to the nearest whole share of New Common Stock. Shares of common stock that were outstanding prior to the Effective Time and that are not outstanding after the Effective Time shall resume the status of authorized but unissued shares of common stock."
 
SECOND:           That thereafter, pursuant to a resolution of its Board of Directors, an annual and special meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the GCL, at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendments (the "Amendments").
 
THIRD:                That the Amendments were duly adopted in accordance with the provisions of Section 242 of the GCL.
 
FOURTH:            That the foregoing Amendments shall become effective on u, 2013.
 
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to be signed by Daniel Forbush, its duly authorized President and Principal Executive Officer this u day of u, 2013.
 

By:
  
 
Daniel Forbush
President


 
A-1
 

SCHEDULE "B"
 
FORM OF CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
 
(If Proposal No. 5 is passed)



CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GENERAL METALS CORPORATION
a Delaware Corporation
 
(pursuant to Section 242 of the Delaware General Corporation Law)
 
General Metals Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GCL”), through its duly authorized officers and by authority of its Board of Directors does hereby certify:
 
FIRST:                 That in accordance with the provisions of Section 242 of the GCL, the Board of Directors of the Corporation duly adopted resolutions setting forth proposed amendments to the Certificate of Incorporation of the Corporation, declaring said amendments to be advisable and directing that said amendments be submitted to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:
 
RESOLVED, that a new Article 6 be added to the Certificate of Incorporation to read as follows:
 
"6.           Effective as of 5:00 p.m. (Pacific Time) on the date of filing (the "Effective Time") of this amendment to the corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, each share of common stock, par value $0.001 per share (the "Old Common Stock"), issued and outstanding immediately prior to the Effective Time, shall be, and hereby is, split on a basis of one (1) new share of common stock for twenty (20) old shares of common stock, par value $0.001 per share (the "New Common Stock"). Each outstanding stock certificate which immediately prior to the Effective Time represented one or more shares of Old Common Stock shall thereafter, automatically and without the necessity of surrendering the same for exchange, represent the number of whole shares of New Common Stock.  The corporation shall not issue or deliver any fractional shares of New Common Stock. In lieu thereof, shares of Old Common Stock that are not evenly divisible will be rounded up to the nearest whole share of New Common Stock. Shares of common stock that were outstanding prior to the Effective Time and that are not outstanding after the Effective Time shall resume the status of authorized but unissued shares of common stock."
 
SECOND:            That thereafter, pursuant to a resolution of its Board of Directors, an annual and special meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the GCL, at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendments (the "Amendments").
 
THIRD:                That the Amendments were duly adopted in accordance with the provisions of Section 242 of the GCL.
 
FOURTH:            That the foregoing Amendments shall become effective on u, 2013.
 
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to be signed by Daniel Forbush, its duly authorized President and Principal Executive Officer this u day of u, 2013.
 

By:
  
 
Daniel Forbush
President


 
B-1
 

SCHEDULE "C"
 
FORM OF CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
 
(If Proposal No. 6 is passed)
 

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GENERAL METALS CORPORATION
a Delaware Corporation
 
(pursuant to Section 242 of the Delaware General Corporation Law)
 
General Metals Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GCL”), through its duly authorized officers and by authority of its Board of Directors does hereby certify:
 
FIRST:                 That in accordance with the provisions of Section 242 of the GCL, the Board of Directors of the Corporation duly adopted resolutions setting forth proposed amendments to the Certificate of Incorporation of the Corporation, declaring said amendments to be advisable and directing that said amendments be submitted to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:
 
RESOLVED, that Article 1 of the Corporation's Certificate of Incorporation be amended in its entirety as follows:
 
"1.           The name of the corporation shall be: Cibolan Gold Corporation"
 
SECOND:           That thereafter, pursuant to a resolution of its Board of Directors, an annual and special meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the GCL, at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendments (the "Amendments").
 
THIRD:                That the Amendments were duly adopted in accordance with the provisions of Section 242 of the GCL.
 
FOURTH:            That the foregoing Amendments shall become effective on u, 2013.
 
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to be signed by Daniel Forbush, its duly authorized President and Principal Executive Officer this u day of u, 2013.
 

By:
  
 
Daniel Forbush
President



 
C-1
 

SCHEDULE "D"

 
2012 STOCK OPTION PLAN
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
D-1
 


GENERAL METALS CORPORATION
 
2012 STOCK OPTION PLAN
 
1.             STATEMENT OF PURPOSE
 
1.1           Principal Purposes - The principal purposes of the Plan are to provide GENERAL METALS CORPORATION (the “Company”) with the advantages of the incentive inherent in share ownership on the part of employees, officers, directors and consultants responsible for the continued success of the Company; to create in such individuals a proprietary interest in, and a greater concern for, the welfare and success of the Company; to encourage such individuals to remain with the Company; and to attract new employees, officers, directors and consultants to the Company.
 
1.2           Benefit to Shareholders - The Plan is expected to benefit shareholders by enabling the Company to attract and retain skilled and motivated personnel by offering such personnel an opportunity to share in any increase in value of the Shares resulting from their efforts.
 
2.             INTERPRETATION
 
2.1           Defined Terms - For the purposes of this Plan, the following terms shall have the following meanings:

 
(a)
"Act" means the Securities Act of British Columbia and Alberta where applicable and as amended from time to time, in the event that the Company’s Shares are listed on t eh TSXV and as a result the Act is applicable;
 
 
(b) 
"Associate" shall have the meaning ascribed to such term in the applicable Act;
 
 
(c) 
"Board" means the Board of Directors of the Company;
 
 
(d) 
"Change in Control" means:
 
 
(i)
a takeover bid (as defined in the Act), which is successful in acquiring Shares,
 
 
(ii)
the change of control of the Board resulting from the election by the shareholders of the Company of less than a majority of the persons nominated for election by management of the Company,
 
 
(iii)
the sale of all or substantially all the assets of the Company,
 
 
(iv)
the sale, exchange or other disposition of a majority of the outstanding Shares in a single transaction or series of related transactions,
 
 
(v)
the dissolution of the Company's business or the liquidation of its assets,
 
 
(vi)
a merger, amalgamation or arrangement of the Company in a transaction or series of transactions in which the Company's shareholders receive less than 51% of the outstanding shares of the new or continuing corporation, or
 
 
(vii)
the acquisition, directly or indirectly, through one transaction or a series of transactions, by any Person, of an aggregate of more than 50% of the outstanding Shares;
 
 
(e)
"Committee" means a committee of the Board appointed in accordance with this Plan, or if no such committee is appointed, the Board itself;
 
 
(f)
"Company" means GENERAL METALS CORPORATION, a company incorporated under the laws of the State of Nevada;
 
 
(g)
"Consultant" means an individual, other than an Employee, senior officer or director of the Company or a Subsidiary Company, or a Consultant Company, who;
 
 
(i)
provides ongoing consulting, technical, management or other services to the Company or a Subsidiary Company, other than services provided in relation to a distribution of the Company's securities,
 
 
D-2
 
 
 
(ii)
provides the services under a written contract between the Company or a Subsidiary Company and the individual or Consultant Company,

 
(iii)
in the reasonable opinion of the Company spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Subsidiary Company, and

 
(iv)
has a relationship with the Company or a Subsidiary Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;

 
(h)
"Consultant Company" means, for an individual Consultant, a company of which the individual is an employee or shareholder, or a partnership of which the individual is an employee or partner;
 
 
(i)
"Date of Grant" means the date specified in the Option Agreement as the date on which the Option is effectively granted;
 
 
(j)
"Disability" means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:
 
 
(i)
being employed or engaged by the Company, a Subsidiary Company or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or a Subsidiary Company; or
 
 
(ii)
acting as a director or officer of the Company or a Subsidiary Company;
 
 
(k)
"Disinterested Shareholder Approval" means an ordinary resolution approved by a majority of the votes cast by shareholders of the Company at a shareholders' meeting, excluding votes attaching to Shares beneficially owned by Insiders to whom Options may be granted and Associates of those persons;
 
 
(l)
"Effective Date" means the effective date of this Plan, which is the later of the day of its approval by the shareholders of the Company and the day of its acceptance for filing by the Exchange if such acceptance for filing is required under the rules or policies of the Exchange;
 
 
(m) 
"Eligible Person" means:
 
 
(i)
an Employee, senior officer or director of the Company or any Subsidiary Company;

 
(ii)
a Consultant;

 
(iii)
an individual providing Investor Relations Activities for the Company; or
 
 
(iv)
a company, all of the voting securities of which are beneficially owned by one or more of the persons referred to in (i), (ii) or (iii) above.

 
(n) 
"Employee" means:
 
 
(i)
an individual who is considered an employee under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);

 
(ii)
an individual who works full-time for the Company or a Subsidiary Company providing services normally provided by an employee and who is subject to the same control and direction by the Company or a Subsidiary Company over the details and methods of work as an employee of the Company or a Subsidiary Company, but for whom income tax deductions are not made at source; or

 
(iii)
an individual who works for the Company or a Subsidiary Company, on a continuing and regular basis for a minimum amount of time per week, providing services normally provided by an employee and who is subject to the same control and direction by the Company or a Subsidiary Company over the details and methods of work as an employee of the Company or a Subsidiary Company, but for whom income tax deductions are not made at source;

 
(o)
"Exchange" means the stock exchange or over the counter market on which the Shares are listed or quoted for trading;
 
 
D-3
 
 
 
(p)
"Fair Market Value" means, where the Shares are listed for trading on an Exchange, the last closing price of the Shares before the Date of Grant on the Exchange which is the principal trading market for the Shares, as may be determined for such purpose by the Committee, provided that, so long as the Shares are listed only on the TSXV, the "Fair Market Value" shall not be lower than the last closing price of the Shares before the Date of Grant less the maximum discount permitted under the policies of the TSXV;
 
 
(q)
"Guardian" means the guardian, if any, appointed for an Optionee;
 
 
(r)
"Insider" shall have the meaning ascribed to such term in the Act;
 
 
(s)
"Investor Relations Activities" means any activities or oral or written communications, by or on behalf of the Company or a shareholder of the Company that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:
 
 
(i)
the dissemination of information provided, or records prepared, in the ordinary course of business of the Company:

 
(A)
to promote the sale of products or services of the Company, or
 
 
(B) 
to raise public awareness of the Company,
 
that cannot reasonably be considered to promote the purchase or sale of securities of the Company,
 
 
(ii)
activities or communications necessary to comply with the requirements of:
 
 
(A) 
applicable securities laws, or
 
 
(B)
the rules and policies of the TSXV, if the Shares are listed only on the TSXV, or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Company;
 
 
(iii)
communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if
 
 
(A)
the communication is only through the newspaper, magazine or publication and
 
 
(B)
the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer, or
 
 
(iv)
activities or communications that may be otherwise specified by the TSXV, if the Shares are listed only on the TSXV;
 
 
(t)
"Option" means a non-transferable and non-assignable option to purchase unissued Shares granted pursuant to the terms of this Plan;
 
 
(u)
"Option Agreement" means a written agreement between the Company and an Optionee specifying the terms of the Option being granted to the Optionee under the Plan;
 
 
(v)
"Option Price" means the exercise price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of Sections 6.3 and 10;
 
 
(w)
"Optionee" means an Eligible Person to whom an Option has been granted;
 
 
(x)
"Person" means a natural person, company, government or political subdivision or agency of a government; and where two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such syndicate or group shall be deemed to be a Person;
 
 
(y) 
"Plan" means this 2012 Stock Option Plan of the Company;

 
(z)
"Qualified Successor" means a person who is entitled to ownership of an Option upon the death of an Optionee, pursuant to a will or the applicable laws of descent and distribution upon death;
 
 
(aa)
"Shares" means the common shares in the capital of the Company as constituted on the Date of Grant, adjusted from time to time in accordance with the provisions of Section 10;
 
 
 
D-4
 
 
 
 
(ab)
"Subsidiary Company" shall mean a company which is a subsidiary of the Company;

 
(ac) 
"Term" means the period of time during which an Option may be exercised; and

 
(ad)
"TSXV" means the TSX Venture Exchange.

3.             ADMINISTRATION
 
3.1           Board or Committee - The Plan shall be administered by the Board or by a Committee appointed in accordance with Section 3.2.
 
3.2           Appointment of Committee - The Board may at any time appoint a Committee, consisting of not less than three of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. In the absence of the appointment of a Committee by the Board, the Board shall administer the Plan.
 
3.3           Quorum and Voting - A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Section 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. No member of the Committee who is a director to whom an Option may be granted may participate in the decision to grant such Option (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee in which action is to be taken with respect to the granting of an Option to him).
 
3.4           Powers of Board and Committee - The Board shall from time to time authorize and approve the grant by the Company of Options under this Plan, and any Committee appointed under Section 3.2 shall have the authority to review the following matters in relation to the Plan and to make recommendations thereon to the Board;
 
 
(a) 
administration of the Plan in accordance with its terms,

 
(b)
determination of all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the value of the Shares,
 
 
(c)
correction of any defect, supply of any information or reconciliation of any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan,
 
 
(d)
prescription, amendment and rescission of the rules and regulations relating to the administration of the Plan;
 
 
(e)
determination of the duration and purpose of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of the Plan;
 
 
(f)
with respect to the granting of Options:
 
 
(i)
determination of the employees, officers, directors or consultants to whom Options will be granted, based on the eligibility criteria set out in this Plan;

 
(ii)
determination of the terms and provisions of the Option Agreement which shall be entered into with each Optionee (which need not be identical with the terms of any other Option Agreement) and which shall not be inconsistent with the terms of this Plan;
 
 
(iii)
amendment of the terms and provisions of an Option Agreement, provided the Board obtains:
 
 
(A)
the consent of the Optionee, and
 
 
(B)
if required, the approval of any stock exchange on which the Shares are listed,
 
 
(iv)
determination of when Options will be granted;
 
 
(v)
determination of the number of Shares subject to each Option;
 
 
(vi)
determination of the vesting schedule, if any, for the exercise of each Option; and
 
 
(g) 
other determinations necessary or advisable for administration of the Plan.
 
 
 
D-5
 
 
3.5           Obtain Approvals - The Board will seek to obtain any regulatory, Exchange or shareholder approvals which may be required pursuant to applicable securities laws or Exchange rules.

3.6           Administration by Committee - The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan. In addition, the Committee's administration of the Plan shall in all respects be consistent with the Exchange policies and rules.
 
4.             ELIGIBILITY
 
4.1           Eligibility for Options - Options may be granted to any Eligible Person.

4.2           Insider Eligibility for Options - Notwithstanding Section 4.1, if the Shares are listed only on the TSXV, grants of Options to Insiders shall be subject to the policies of the TSXV.

4.3           No Violation of Securities Laws - No Option shall be granted to any Optionee unless the Committee has determined that the grant of such Option and the exercise thereof by the Optionee will not violate the securities law of the jurisdiction in which the Optionee resides.
 
5.             SHARES SUBJECT TO THE PLAN
 
5.1           Number of Shares - The aggregate number of Shares reserved for issuance under this Plan or any other plan of the Corporation, shall be 30,000,000 Shares.
 
5.2           Expiration of Option - If an Option expires or terminates for any reason without having been exercised in full, the unpurchased Shares subject thereto shall again be available for the purposes of the Plan.
 
5.3           Reservation of Shares - The Company will at all times reserve for issuance and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

6.             OPTION TERMS
 
6.1           Option Agreement - Each Option granted to an Optionee shall be confirmed by the execution and delivery of an Option Agreement and the Board shall specify the following terms in each such Option Agreement:

 
(a)
the number of Shares subject to option pursuant to such Option, subject to the following limitations if the Shares are listed only on the TSXV:
 
 
(i)
the number of Shares issuable to any one Optionee. within a 12 month period, as a result of a grant of Options shall not  exceed 5% of the issued Shares unless the Company has obtained Disinterested Shareholder Approval to exceed this number;

 
(ii)
the grant to Insiders, within a 12 month period, of a number of Options exceeding 10% of the issued Shares, unless the Company has obtained Disinterested Shareholder Approval to exceed this number;

 
(iii)
the number of Shares reserved for issuance pursuant to Options to Insiders shall not exceed 10% of the issued Shares at any time, unless the Company has obtained Disinterested Shareholder Approval to exceed this number;
 
 
(iv)
the number of Shares reserved for issuance pursuant to Options to any one Consultant shall not exceed 2% of the issued Shares in any 12-month period, and
 
 
(v)
the aggregate number of Shares reserved for issuance pursuant to Options to those individuals conducting Investor Relations Activities shall not exceed 2% of the issued Shares in any 12-month period;
 
 
(b)
the Date of Grant;
 
 
(c)
the Term, provided that, if the Shares are listed only on the TSXV, the length of the Term shall in no event be greater than ten years following the Date of Grant, for all Optionees;
 
 
(d)
the Option Price, provided that the Option Price shall not be less than the Fair Market Value of the Shares on the Date of Grant;
 
 
 
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(e)
subject to Section 6.2 below, any vesting schedule upon which the exercise of an Option is contingent;
 
 
(f)
if the Optionee is an Employee, Consultant or an individual providing Investor Relations Activities for the Company, a representation by the Company and the Optionee that the Optionee is a bona fide Employee, Consultant or an individual providing Investor Relations Activities for the Company, as the case may be, of the Company or a Subsidiary Company; and
 
 
(g)
such other terms and conditions as the Board deems advisable and are consistent with the purposes of this Plan.
 
6.2           Vesting Schedule - The Board, as applicable, shall have complete discretion to set the terms of any vesting schedule of each Option granted, including, without limitation, discretion to:
 
 
(a)
permit partial vesting in stated percentage amounts based on the Term of such Option;
 
 
(b)
permit full vesting after a stated period of time has passed from the Date of Grant and;
 
 
(c)
the vesting schedule shall in all circumstances comply with the requirements set out in TSX Listings Policy 4.4 Paragraphs 2.3 (b) 3(3.3).
 
6.3           Amendments to Options - Amendments to the terms of previously granted Options are subject to regulatory approval, if required. If required by the Exchange, Disinterested Shareholder Approval shall be required for any reduction in the Option Price of a previously granted Option if the Optionee is an Insider of the Company at the time of the proposed reduction in the Option Price.
 
6.4           Uniformity - Except as expressly provided herein, nothing contained in this Plan shall require that the terms and conditions of Options granted under the Plan be uniform.
 
7.             EXERCISE OF OPTION
 
7.1           Method of Exercise - Subject to any limitations or conditions imposed upon an Optionee pursuant to the Option Agreement or Section 6 hereof, an Optionee may exercise an Option by giving written notice thereof, specifying the number of Shares in respect of which the Option is exercised, to the Company at its principal place of business at any time after the Date of Grant until 4:00 p.m. (Pacific time) on the last day of the Term, such notice to be accompanied by full payment of the aggregate Option Price to the extent the Option is so exercised. Such payment shall be in lawful money (Canadian funds or the equivalent in U.S. funds) by cash, certififed check, bank draft or wire transfer. Payment by certified check made payable to the Company in the amount of the aggregate Option Price shall constitute payment of such Option Price unless the check is not honored upon presentation, in which case the Option shall not have been validly exercised.
 
7.2           Issuance of Certificates - Not later than the third business day after exercise of an Option in accordance with Section 7.1, the Company shall issue and deliver to the Optionee a certificate or certificates evidencing the Shares with respect to which the Option has been exercised. Until the issuance of such certificate or certificates, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the certificate is issued, except as provided by Section 10 hereof.

7.3           Compliance with U.S. Securities Laws - As a condition to the exercise of an Option, the Board may require the Optionee to represent and warrant in writing at the time of such exercise that the Shares are being purchased only for investment and without any then-present intention to sell or distribute such Shares. At the option of the Board, a stop­ transfer order against such Shares may be placed on the stock books and records of the Company and a legend, indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such Shares in order to assure an exemption from registration. The Board may also require such other documentation as may from time to time be necessary to comply with United States federal and state securities laws. The Company has no obligation to undertake registration of Options or the Shares issuable upon the exercise of the Options.
 
8.             TRANSFERABILITY OF OPTIONS
 
8.1           Non-Transferable/Legending - Except as permitted by applicable securities laws and the policies of the Exchange, and as provided otherwise in this Section 8, Options are non-assignable and non-transferable. If the Shares are listed only on the TSXV, then, in addition to any resale restrictions under applicable securities laws, the Option Agreement and the certificates representing the Shares issued on the exercise of such Option shall bear a legend with a four-month hold period commencing on the Date of Grant in accordance with applicable securities laws.
 
 
 
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8.2           Death of Optionee - Subject to Section 8.3, if the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Company or any Subsidiary Company, or the employment of an Optionee as an individual providing Investor Relations Activities, or the position of the Optionee as a director or senior officer of the Company or any Subsidiary Company, terminates as a result of such Optionee's death, any Options held by such Optionee shall pass to the Qualified Successor of the Optionee and shall be exercisable by such Qualified Successor until the earlier of a period of 30 days following the date of such death and the expiry of the Term of the Option.

8.3           Disability of Optionee - If the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Company or any Subsidiary Company, or the employment of an Optionee as an individual providing Investor Relations Activities for the Company, or the position of the Optionee as a director or senior officer of the Company or any Subsidiary Company, is terminated by reason of such Optionee's Disability, any Options held by such Optionee that could have been exercised immediately prior to such termination of employment or service shall be exercisable by such Optionee, or by his Guardian, for a period of 30 days following the termination of employment or service of such Optionee. If such Optionee dies within that 30-day period, any Option held by such Optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such Optionee, and shall be exercisable by the Qualified Successor until the earlier of a period of 30 days following the death of such Optionee and the expiry of the Term of the Option.

8.4           Deemed Non-Interruption of Employment - Employment shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to reemployment with the Company or any Subsidiary Company is guaranteed either by statute or by contract.  If the period of such leave exceeds 90 days and the Optionee's reemployment is not so guaranteed, then the Optionee's employment shall be deemed to have terminated on the ninety-­first day of such leave.

9.             TERMINATION OF OPTIONS
 
9.1           Termination of Options - To the extent not earlier exercised or terminated in accordance with Section 8, an Option shall terminate at the earliest of the following dates:
 
 
(a)
the termination date specified for such Option in the Option Agreement;
 
 
(b)
where the Optionee's position as an Employee, a Consultant, a director or a senior officer of the Company or any Subsidiary Company, or an individual providing Investor Relations Activities for the Company, is terminated for cause, the date of such termination for cause;

 
(c)
where the Optionee's position as an Employee, a Consultant, a director or a senior officer of the Company or any Subsidiary Company or an individual providing Investor Relations Activities for the Company terminates for a reason other than the Optionee's Disability or death or for cause, not more than 90 days after such date of termination or, if the Shares are listed only on the TSXV and if the Company is designated as a "Tier 2" listed company by the TSXV, then in the case of a person employed to provide Investor Relations Activities, not more than 30 days after such person ceases to be employed to provide Investor Relations Activities; PROVIDED that if an Optionee's position changes from one of the said categories to another category, such change shall not constitute termination or cessation for the purpose of this Subsection 9.1(c); and
 
 
(d)
the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of Section 8.1.
 
9.2           Lapsed Options - If Options are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options. If an Option has been surrendered in connection with the regranting of a new Option to the same Optionee on different terms than the original Option granted to such Optionee, then, if required, the new Option is subject to approval of the Exchange.

9.3           Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement - If the Optionee retires, resigns or is terminated from employment or engagement with the Company or any Subsidiary Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not vested at that time or which, if vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

10.           ADJUSTMENTS TO OPTIONS
 
10.1           Alteration in Capital Structure - If there is any change in the Shares through or by means of a declaration of stock dividends of the Shares or consolidations, subdivisions or reclassifications of the Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option and the Option Price therefor shall be adjusted proportionately by the Board and, if required, approved by the Exchange, and such adjustment shall be effective and binding for all purposes of the Plan.
 
 
 
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10.2           Effect of Amalgamation, Merger or Arrangement - If the Company amalgamates, merges or enters into a plan of arrangement with or into another corporation, any Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, merger or arrangement as if the Optionee had exercised the Option immediately prior to the record date applicable to such amalgamation, merger or arrangement, and the exercise price shall be adjusted proportionately by the Board and such adjustment shall be binding for all purposes of the Plan.

10.3           Acceleration on Change in Control - Upon a Change in Control, all Options shall become immediately exercisable, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject.
 
10.4           Acceleration of Date of Exercise - Subject to the approval of the Exchange, if required, the Board shall have the right to accelerate the date of vesting of any portion of any Option which remains unvested.
 
10.5           Determinations to be Binding - If any questions arise at any time with respect to the Option Price or exercise price or number of Option Shares or other property deliverable upon exercise of an Option following an event referred to in this Section 10, such questions shall be conclusively determined by the Board, whose decisions shall be final and binding.

10.6           Effect of a Take-Over - If a bona fide offer (the "Offer") for Shares is made to an Optionee or to shareholders generally or to a class of shareholders which includes the Optionee, which Offer constitutes a take-over bid within the meaning of the Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon any Option held by an Optionee may be exercised in whole or in part, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject, by the Optionee so as to permit the Optionee to tender the Shares received upon such exercise (the "Optioned Shares") to the Offer. If
 
 
(a)
the Offer is not completed within the time specified therein; or

 
(b)
all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not taken up and paid for by the offeror pursuant thereto;
 
the Optioned Shares or, in the case of clause (b) above, the Optioned Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Optioned Shares, the Option shall be reinstated as if it had not been exercised. If any Optioned Shares are returned to the Company under this Section, the Company shall refund to the Optionee any Option Price paid for such Optioned Shares.
 
11.           APPROVAL, TERMINATION AND AMENDMENT OF PLAN
 
11.1           Shareholder Approval - This Plan, if the Shares are listed only on the TSXV, must receive shareholder approval at a meeting of the Company's shareholders at the time the Plan implemented and at such time the number of Shares  reserved for issuance under the Plan is amended.
 
11.2           Power of Board to Terminate or Amend Plan - Subject to the approval of the Exchange, if required, the Board may terminate, suspend or discontinue the Plan at any time or amend or revise the terms of the Plan; provided, however, that, except as provided in Section 10, the Board may not do any of the following without obtaining, within 12 months either before or after the Board's adoption of a resolution authorizing such action, approval by the Company's shareholders at a meeting duly held in accordance with the applicable corporate laws:
 
(a)           increase the maximum number of Shares which may be issued under the Plan;
 
(b)           materially modify the requirements as to eligibility for participation in the Plan; or
 
(c)           materially increase the benefits accruing to participants under the Plan;
 
however, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority, or as a result of changes in the policies of the Exchange relating to director, officer and employee stock options, without obtaining the approval of the Company's shareholders.
 
11.3           No Grant During Suspension of Plan - No Option may be granted during any suspension, or after termination, of the Plan. Amendment, suspension or termination of the Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.
 
12.           CONDITIONS PRECEDENT TO ISSUANCE OF SHARES
 
 
 
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12.1           Compliance with Laws - Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, any applicable United States state securities laws, the Securities Act of 1933, as amended, the rules and regulations thereunder and the requirements of any Exchange or automated interdealer quotation system of a registered national securities association upon which such Shares may then be listed or quoted, and such issuance shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such Shares.  The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be necessary for the lawful issuance and sale of any Shares under this Plan, or the unavailability of an exemption from registration for the issuance and sale of any Shares under this Plan, shall relieve the Company of any liability with respect to the non-issuance or sale of such Shares other than with respect to a refund of any Option Price paid.
 
13.            USE OF PROCEEDS
 
13.1           Use of Proceeds - Proceeds from the sale of Shares pursuant to the Options granted and exercised under the Plan shall constitute general funds of the Company and shall be used for general corporate purposes, or as the Board otherwise determines.
 
14.            NOTICES
 
14.1           Notices - All notices, requests, demands and other communications required or permitted to be given under this Plan and the Options granted under this Plan shall be in writing and shall be either delivered personally to the party to whom notice is to be given, in which case notice shall be deemed to have been duly given on the date of such personal delivery; telecopied, in which case notice shall be deemed to have been duly given on the date the telecopy is sent; or mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed to the party at his or its most recent known address, in which case such notice shall be deemed to have been duly given on the tenth postal delivery day following the date of such mailing.

15.            MISCELLANEOUS PROVISIONS

15.1           No Obligations to Exercise - Optionees shall be under no obligation to exercise Options granted under this Plan.

15.2           No Obligation to Retain Optionee - Nothing contained in this Plan shall obligate the Company or any Subsidiary Company to retain an Optionee as an employee, officer, director or consultant for any period, nor shall this Plan interfere in any way with the right of the Company or any Subsidiary Company to reduce such Optionee's compensation.
 
15.3           Binding Agreement - The provisions of this Plan and of each Option Agreement with an Optionee shall be binding upon such Optionee and the Qualified Successor or Guardian of such Optionee.

15.4           Use of Terms - Where the context so requires, references herein to the singular shall include the plural, and vice versa, and references to a particular gender shall include either or both genders.

15.5           Headings - The headings used in this Plan are for convenience of reference only and shall not in any way affect or be used in interpreting any of the provisions of this Plan.

15.6           No Representation or Warranty - The Company makes no representation or warranty as to the future value of any Shares issued in accordance with the provisions of this Plan.

15.7           Income Taxes - As a condition of and prior to participation in the Plan any Optionee shall on request authorize the Company in writing to withhold from any remuneration otherwise payable to such Optionee any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such Optionee's participation in the Plan.
 
15.8           Compliance with Applicable Law - If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange or over the counter market having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.
 
15.9           Conflict - In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

15.10         Governing Law - This Plan and each Option Agreement issued pursuant to this Plan shall be governed by the laws of the State of Nevada.
 
 
 
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15.11         Time of Essence - Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be, or to operate as, a waiver of the essentiality of time.

15.12         Entire Agreement - This Plan and the Option Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes all prior stock option plans, agreements, undertakings and understandings, whether oral or written.
 
16.            EFFECTIVE DATE OF PLAN

16.1           Effective Date of Plan - This Plan shall be effective on the later of the day of its approval by the shareholders of the Company given by way of ordinary resolution at a meeting of shareholders and the day of its acceptance for filing by the Exchange and until the requisite shareholder approval has been obtained, no Options shall be exercised.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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