Information Circular

  • Toronto, Ontario –
  • February 22, 2002
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The enclosed proxy is solicited by the Board of Directors and Management ofElectrofuel Inc. (the “Corporation”) to be used at the Annual and Special Meeting ofShareholders of the Corporation (the “Meeting”) to be held on the 26th day of March, 2002 andany adjournment thereof, called for the purposes set forth in the accompanying Notice ofMeeting.

Voting Shares and Principal Holders Thereof

As at February 19, 2002 (the record date for the Meeting), there were 69,539,109common shares of the Corporation issued and outstanding. Each registered holder of a commonshare of the Corporation as of the close of business on February 19, 2002 will be entitled to onevote for each common share held on the matters to be voted upon at the Meeting.

To the knowledge of the directors and officers of the Corporation, the only persons whobeneficially own, directly or indirectly, or exercise control or direction over, more than 10% ofthe issued and outstanding common shares of the Corporation are (i) Dr. Sankar Das Gupta, whobeneficially owns 23,953,739 common shares, being approximately 34.4% of the currentlyoutstanding common shares of the Corporation; and (ii) Dr. James K. Jacobs, who beneficiallyowns 23,953,739 common shares, being approximately 34.4% of the currently outstandingcommon shares of the Corporation

Annual Report

A copy of the Corporation’s annual report for the year ended September 30, 2001 isenclosed. Confirmation of the resolution to receive the Annual Report will not constituteapproval or disapproval of any of the matters referred to therein.