Immune Network Sch 13d (July 12, 2002) (00018194.DOC;2)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 12) *

MYMETICS CORPORATION

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

693286 10 6

(CUSIP Number)

Michael J. Smith
MFC Bancorp Ltd.
8th Floor, Dina House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong SAR, China
Telephone (852) 2537-3613

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

February 16, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 693286 10 6

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

MFC BANCORP LTD.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X ]
(b) [ ]

3. SEC Use Only

4. Source of Funds (See Instructions): WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]

6. Citizenship or Place of Organization: British Columbia, Canada

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power 2,921,040(1),(2)

8. Shared Voting Power 0

9. Sole Dispositive Power 2,921,040(1), (2)

10. Shared Dispositive Power 0

11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,921,040(1),(2)(3)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11) 4.27%(4)

14. Type of Reporting Person (See Instructions): CO

(1) This number includes: (a) the 500,000 shares held by MFC Merchant Bank S.A., a bank organized under the laws of Switzerland and wholly-owned by MFC Bancorp Ltd.; (b) the 344,065 shares held by Sutton Park International Limited, a corporation organized under the laws of Barbados and wholly-owned by MFC Bancorp Ltd.; and (c) the 371,725 shares held by Med Net International Ltd., a corporation organized under the laws of Bermuda and owned as to approximately 62% by MFC Bancorp Ltd.

(2) This number does not include the number of shares of common stock that can be acquired by MFC Merchant Bank S.A. upon conversion of the outstanding principal and interest under the Amended and Restated Credit Facility Agreement dated for reference February 28, 2003 (described in Item 3 of this document), as amended, at a conversion price of $0.30 per share. The aggregate principal amount of all advances to Mymetics Corporation under the Restated Credit Facility Agreement is limited to Euro 3,700,000. The applicable Euro to US dollar exchange rate shall be the Forex Interbank exchange rate, fixed at 9:00 a.m. Greenwich Mean Time on the day of MFC Merchant Bank S.A.'s conversion notice. On February 15, 2005, the Forex Interbank exchange rate was US$1.2986 to Euro 1.00. Assuming for illustrative purposes that MFC Merchant Bank S.A. elects to convert all of the Euro 3,529,394.62 in principal and interest outstanding under the credit facility as at January 31, 2005, and that the applicable Forex Interbank exchange rate on the date of MFC Merchant Bank S.A.'s conversion notice remains unchanged, MFC Merchant Bank S.A. may acquire up to an additional 15,277,573 shares of common stock in the capital of Mymetics Corporation. Immediately after such conversion, MFC Bancorp Ltd. would beneficially own 21.74% of the outstanding common stock of Mymetics Corporation.

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(3) This number also does not include 500,000 fully-paid and non-assessable shares of common stock that MFC Merchant Bank S.A. is entitled to receive from Mymetics Corporation in consideration of MFC Merchant Bank S.A.'s agreement to extend the maturity date under the Amended and Restated Credit Facility Agreement.

(4) Based on 68,447,864 issued and outstanding common shares in the capital of Mymetics Corporation as at January 31, 2005.

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CUSIP No. 693286 10 6

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

MFC MERCHANT BANK S.A.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X ]
(b) [ ]

3. SEC Use Only

4. Source of Funds (See Instructions): WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]

6. Citizenship or Place of Organization: Switzerland

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power 500,000(1)

8. Shared Voting Power 0

9. Sole Dispositive Power 500,000(1)

10. Shared Dispositive Power 0

11. Aggregate Amount Beneficially Owned by Each Reporting Person 500,000(1)(2)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11) 0.73%(2)

14. Type of Reporting Person (See Instructions): CO

(1) This number does not include the number of shares of common stock that can be acquired by MFC Merchant Bank S.A. upon conversion of the outstanding principal and interest under the Amended and Restated Credit Facility Agreement dated for reference February 28, 2003 (described in Item 3 of this document), as amended, at a conversion price of $0.30 per share. The aggregate principal amount of all advances to Mymetics Corporation under the Restated Credit Facility Agreement is limited to Euro 3,700,000. The applicable Euro to US dollar exchange rate shall be the Forex Interbank exchange rate, fixed at 9:00 a.m. Greenwich Mean Time on the day of MFC Merchant Bank S.A.'s conversion notice. On February 15, 2005, the Forex Interbank exchange rate was US$1.2986 to Euro 1.00. Assuming for illustrative purposes that MFC Merchant Bank S.A. elects to convert all of the Euro 3,529,394.62 in principal and interest outstanding under the credit facility as at January 31, 2005, and that the applicable Forex Interbank exchange rate on the date of MFC Merchant Bank S.A.'s conversion notice remains unchanged, MFC Merchant Bank S.A. may acquire up to an additional 15,277,573 shares of common stock in the capital of Mymetics Corporation. Immediately after such conversion, MFC Merchant Bank S.A. would hold 18.84% of the outstanding common stock of Mymetics Corporation.

(2) This number also does not include 500,000 fully-paid and non-assessable shares of common stock that MFC Merchant Bank S.A. is entitled to receive from Mymetics Corporation in consideration of MFC Merchant Bank S.A.'s agreement to extend the maturity date under the Amended and Restated Credit Facility Agreement. It is anticipated that these shares will be issued to MFC Merchant Bank S.A. within seven business days after the date hereof.

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(3) Based on 68,447,864 issued and outstanding common shares in the capital of Mymetics Corporation as at January 31, 2005.

6

CUSIP No. 693286 10 6

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

SUTTON PARK INTERNATIONAL LIMITED

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X ]
(b) [ ]

3. SEC Use Only

4. Source of Funds (See Instructions): WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]

6. Citizenship or Place of Organization: Barbados

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power 344,065

8. Shared Voting Power 0

9. Sole Dispositive Power 344,065

10. Shared Dispositive Power 0

11. Aggregate Amount Beneficially Owned by Each Reporting Person 344,065

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11) 0.50%(1)

14. Type of Reporting Person (See Instructions): CO

(1) Based on 68,447,864 issued and outstanding common shares in the capital of Mymetics Corporation as at January 31, 2005.

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CUSIP No. 693286 10 6

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

MED NET INTERNATIONAL LTD.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X ]
(b) [ ]

3. SEC Use Only

4. Source of Funds (See Instructions): WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]

6. Citizenship or Place of Organization: Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power 371,725

8. Shared Voting Power 0

9. Sole Dispositive Power 371,725

10. Shared Dispositive Power 0

11. Aggregate Amount Beneficially Owned by Each Reporting Person 371,725

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11) 0.54%(1)

14. Type of Reporting Person (See Instructions): CO

(1) Based on 68,447,864 issued and outstanding common shares in the capital of Mymetics Corporation as at January 31, 2005.

8

This Schedule 13D/A Amendment No. 12 (the "Amendment No. 12") amends the Schedule 13D/A of MFC Bancorp Ltd. ("MFC") dated August 13, 2002 and the Schedule 13D/A of MFC Merchant Bank S.A. ("Merchant Bank") dated August 13, 2002, and is filed to report a change in the beneficial ownership of securities of Mymetics Corporation ("Mymetics"). This Amendment No. 12 is also being filed to report the addition of Sutton Park International Limited ("Sutton Park") and Med Net International Inc. ("Med Net") as reporting persons.

Item 1. Security And Issuer

This Statement relates to shares of common stock, $0.01 par value each of Mymetics, a Delaware corporation, having its principal executive offices at 14, Rue de la Colombiere CH-1260 Nyon, Switzerland.

Item 2. Identity And Background

This statement is filed on behalf of MFC, Merchant Bank, Sutton Park and Med Net.

MFC operates in the financial services business and has an address at 8th Floor, Dina House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong SAR, China.

Merchant Bank and Sutton Park are direct, wholly-owned subsidiaries of MFC, and they also operate in the financial services business. Merchant Bank has an address at Kasernenstrasse 1, 9100 Herisau AR, Switzerland, and Sutton Park has an address at Palm Court, 28 Pine Road, Belleville, St. Michael, Barbados.

Med Net is primarily engaged in the establishment and operation of eyecare centers in China, and is a distributor of specialized medical products including advanced ophthalmic and laser-based equipment. It has an address at Grosvenor House, 33 Church Street, Hamilton, Bermuda. MFC holds 2,160,910 common shares in the capital of Med Net, representing approximately 62% of the issued and outstanding shares of that company.

During the last five years, none of MFC, Merchant Bank, Sutton Park or Med Net, or, to their knowledge, any of their respective officers or directors, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of MFC, Merchant Bank, Sutton Park or Med Net, or, to their knowledge, any of their respective officers or directors, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

MFC is organized under the laws of the British Columbia, Merchant Bank is organized under the laws of Switzerland, Sutton Park is organized under the laws of Barbados, and Med Net is organized under the laws of Bermuda.

For information with respect to each executive officer and director of MFC, Merchant Bank, Sutton Park and Med Net see Appendix A attached hereto which is specifically incorporated herein by reference in its entirety. MFC , Merchant Bank, Sutton Park, and Med Net have executed a joint filing agreement consenting to the joint filing of this Amendment No. 12. Such agreement is filed as Exhibit 1 to this Amendment No. 12 and is incorporated herein by reference.

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Item 3. Source and Amount of Funds or Other Consideration

Each of MFC, Merchant Bank, Sutton Park and Med Net has purchased its existing shares of common stock in the capital of Mymetics in private transactions or through open market transactions using its own working capital. Merchant Bank has also received some fully-paid and non-assessable shares of common stock in the capital of Mymetics in payment and satisfaction of certain commitment and other fees in connection with the Amended and Restated Credit Facility Agreement referred to below.

Merchant Bank, Mymetics and MFC are parties to an Amended and Restated Credit Facility Agreement dated for reference February 28, 2003, pursuant to which Merchant Bank had agreed to make available to Mymetics until August 31, 2003 a non-revolving term facility in the principal amount of up to Euro 2,800,000, with MFC acting as guarantor of Mymetic's obligation with respect to repayment of that portion of the principal amount of in excess of Euro 2,000,000 and all interest thereon. The parties subsequently entered into amendment agreements dated for reference July 9, 2003, July 30, 2003 and December 31, 2004, providing for: (a) an increase in the aggregate principal amount of all advances under the Restated Credit Facility Agreement to not more than Euro 3,700,000; and (b) repayment of the credit facility in fixed payments on various dates between March 31, 2005 and December 31, 2005. Accordingly, MFC's guarantee covers up to Euro 1,700,000 of principal and interest thereon.

Effective February 16, 2005, the parties entered into a fourth amendment agreement pursuant to which: (a) Mymetics agreed to repay Euro 200,000 on June 30, 2005, Euro 300,000 on December 31, 2005, Euro 400,000 on June 30, 2006, and the balance of all amounts outstanding under the credit facility on December 31, 2006 (each such date, a "Repayment Date"); and (b) Merchant Bank was granted the right to convert all or part of the outstanding amounts under the credit facility into common shares of Mymetics (with a par value of US$0.01 per share) at a conversion price of US$0.30 per share. Merchant Bank may exercise its conversion right at any time until three banking days before any Repayment Date and, in the event that Mymetics exercises its right to prepay the loan by providing ten banking days' notice, upon providing a conversion notice three banking days before the end of such prepayment notice period. The applicable Euro to US dollar exchange rate shall be the Forex Interbank exchange rate, fixed at 9:00 a.m. Greenwich Mean Time ("GMT") on the day of Merchant Bank's conversion notice.

As at January 31, 2005, Merchant Bank has advanced Euro 2,998,165.19 in principal under the credit facility from its working capital. Accrued interest under the credit facility as at January 31, 2005 is Euro 531,229.43.

Item 4. Purpose of Transaction

Each of MFC, Merchant Bank, Sutton Park and Med Net has purchased its existing shares in the capital of Mymetics for investment purposes.

If Merchant Bank elects to exercise its conversion right under the credit facility, any resulting acquisition of the underlying shares of common stock in the capital of Mymetics will be effected in a private transaction for investment purposes.

Item 5. Interest in Securities of the Issuer

MFC has the sole power to direct the voting of, and accordingly has beneficial ownership of 1,705,250 shares of common stock in the capital of Mymetics registered in its name, 500,000 shares registered in the name of Merchant Bank (a wholly-owned subsidiary of MFC), 344,065 shares registered in the name of Sutton Park (a wholly-owned subsidiary of MFC), and 371,725 shares registered in the name of Med Net (a majority-owned subsidiary of MFC).

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Such shares represent in aggregate approximately 4.27% of the issued and outstanding shares of common stock in the capital of Mymetics, but do not include: (a) 500,000 fully-paid and non-assessable shares issuable to Merchant Bank in consideration of its agreement to extend the maturity date under the credit facility; and (b) any shares issuable to Merchant Bank upon exercise of its conversion rights under the credit facility.

At 9:00 a.m. GMT on February 15, 2005, the Forex Interbank exchange rate was fixed at US$1.2986 to Euro 1.00. Assuming for illustrative purposes that Merchant Bank elects to convert all of the Euro 3,529,394.62 in principal and interest outstanding under the credit facility as at January 31, 2005, and that the applicable Forex Interbank exchange rate on the date of Merchant Bank's conversion notice remains unchanged, Merchant Bank may acquire up to an additional 15,277,573 shares of common stock in the capital of Mymetics (Euro 3,529,394.62 x 1.2986 = US$4,583,271.85 ÷ US$0.30 per share = 15,277,573 shares).

The number of additional shares issuable upon exercise of Merchant Bank's conversion right is subject to change as Merchant Bank may be required to advance additional funds under the credit facility (up to the Euro 3,700,000 maximum), the outstanding principal will continue to accrue interest, and the applicable Euro to US dollar exchange rate will be fixed on the day of Merchant Bank's conversion notice.

To the knowledge of MFC, Merchant Bank, Sutton Park and Med Net, none of their respective directors or executive officers have any power to vote or dispose of any shares of Mymetics, nor did they, MFC Merchant Bank, Sutton Park or Med Net effect any transactions in such shares during the past 60 days, except as disclosed herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings, or relationships between the reporting persons and any other person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

1. Joint Filing Agreement between MFC Bancorp Ltd., MFC Merchant Bank S.A., Sutton Park International Limited and Med Net International Ltd.**

2. Amended and Restated Credit Facility Agreement among MFC Merchant Bank S.A., Mymetics Corporation and MFC Bancorp Ltd. dated for reference February 28, 2003 (1)

3. Third Amendment to the Amended and Restated Credit Facility Agreement, dated for reference December 31, 2004**

4. Fourth Amendment to the Amended and Restated Credit Facility Agreement, dated for reference February 16, 2005**

Notes

** Filed Herewith

(1) Incorporated by reference from Mymetics Corporation's report on Form 10-K for the fiscal year ended December 31, 2002, filed with the Securities and Exchange Commission on March 27, 2003.

 

 

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Signature

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

February 17, 2005
Date

 

MFC BANCORP LTD.

/s/ Michael J. Smith
Signature

Michael J. Smith, President
Name/Title

 

MFC MERCHANT BANK S.A.

/s/ Peter Hediger /s/ M. Hättenschwiler
Signature

Peter Hediger, General Manager M. Hättenschwiler, Vice-President
Name/Title

 

SUTTON PARK INTERNATIONAL LIMITED.

/s Michael J. Smith
Signature

Michael J. Smith, President
Name/Title

 

MED NET INTERNATIONAL LTD.

/s/ Michael J. Smith
Signature

Michael J. Smith, President
Name/Title

 

12

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001)

 

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INDEX OF EXHIBITS

 

Exhibit No. Description

1. Joint Filing Agreement between MFC Bancorp Ltd., MFC Merchant Bank S.A., Sutton Park International Limited and Med Net International Ltd.**

2. Amended and Restated Credit Facility Agreement among MFC Merchant Bank S.A., Mymetics Corporation and MFC Bancorp Ltd. dated for reference February 28, 2003 (1)

3. Third Amendment to the Amended and Restated Credit Facility Agreement, dated for reference December 31, 2004**

4. Fourth Amendment to the Amended and Restated Credit Facility Agreement, dated for reference February 16, 2005**

Notes

** Filed Herewith

(1) Incorporated by reference from Mymetics Corporation's report on Form 10-K for the fiscal year ended December 31, 2002, filed with the Securities and Exchange Commission on March 27, 2003.

 

 

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EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned agree that the foregoing Statement of Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to §240.13d-1(k).

 

February 17, 2005
Date

 

MFC BANCORP LTD.

/s/ Michael J. Smith
Signature

Michael J. Smith, President
Name/Title

 

MFC MERCHANT BANK S.A.

/s/ Peter Hediger /s/ M. Hättenschwiler
Signature

Peter Hediger, General Manager M. Hättenschwiler, Vice-President
Name/Title

 

SUTTON PARK INTERNATIONAL LIMITED.

/s/ Michael J. Smith
Signature

Michael J. Smith, President
Name/Title

 

MED NET INTERNATIONAL LTD.

/s/ Michael J. Smith
Signature

Michael J. Smith, President
Name/Title

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APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS

The following tables sets forth the information required by Instruction C to Schedule 13D with respect to MFC Bancorp Ltd., MFC Merchant Bank SA., Sutton Park International Limited and Med Net International Ltd. During the last five years, none of the persons listed in the following tables has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and none of the persons listed in the following table was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

MFC Bancorp Ltd.

Name/Position

 

Address

 

Principal Occupation, Principal Business and Address (1)

 

Citizenship

Michael J. Smith
President, Chief Executive Officer, Secretary and Director

 

MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

President, CEO and Secretary of MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

British

Silke Brossmann
Director

 

MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

Independent Consultant
founder of All in One Management
Messeresidenz 2
Nieder-Roeder-Strasse 24
D-63322 Roedermark

 

German

Stefan Feuerstein
Vice President and Director

 

MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

Managing Director of MFC Capital Partners AG
Charlottenstrasse 59,
D - 10117 Berlin, Germany

 

German

Kelvin Yao
Director

 

MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

Professor and Chief of the Eye Center and Institute of Ophthalmology
Zhejiang University
Zhejiang, China

 

Chinese

Shuming Zhao
Director

 

MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

Professor and Dean of the School of Business
Nanjing University
22 Hankou Road
Nanjing, 210093, China

 

Chinese

John Musacchio
Vice President

 

MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

Vice President of MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

American

(1) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

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MFC Merchant Bank SA

Name/Position

 

Address

 

Principal Occupation, Principal Business and Address (1)

 

Citizenship

Michael J. Smith
Chairman of the Board

 

MFC Merchant Bank SA
Kasernenstrasse 1
CH-9100 Herisau

 

President, Chief Executive Officer and Secretary of MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

British

Hans Rudolf Steiner
Vice Chairman

 

MFC Merchant Bank SA
Kasernenstrasse 1
CH-9100 Herisau

 

International Commercial Arbitrator
Münstergasse 2
Postfach 2842
CH-8022 Zürich

 

Swiss

Max Huber
Director

 

MFC Merchant Bank SA
Kasernenstrasse 1
CH-9100 Herisau

 

Independent Financial Advisor
Malztrasse 40
CH-8400 Winterthur

 

Swiss

Erich Kaiser
Director

 

MFC Merchant Bank SA
Kasernenstrasse 1
CH-9100 Herisau

 

Independent Financial Consultant
Ch. Du Creux-de-Corsy 107
CH-1093 La Conversion

 

Swiss

Peter Hediger
General Manager

 

MFC Merchant Bank SA
Kasernenstrasse 1
CH-9100 Herisau

 

General Manager
MFC Merchant Bank SA
Kasernenstrasse 1
CH-9100 Herisau

 

Swiss

Kilian Carrarini
Head Investment Banker

 

MFC Merchant Bank SA
Kasernenstrasse 1
CH-9100 Herisau

 

Head Investment Banker
MFC Merchant Bank SA
Kasernenstrasse 1
CH-9100 Herisau

 

Swiss/Italian

Michael Hättenschwiler
Vice President

 

MFC Merchant Bank SA
Kasernenstrasse 1
CH-9100 Herisau

 

Vice President
MFC Merchant Bank SA
Kasernenstrasse 1
CH-9100 Herisau

 

Swiss

(1) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

17

Sutton Park International Limited

Name/Position

 

Address

 

Principal Occupation, Principal Business and Address (1)

 

Citizenship

Michael J. Smith
President, Secretary and Director

 

Palm Court
28 Pine Road
Belleville
St. Michael
Barbados

 

President, CEO and Secretary of MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

British

David Csumrik
Director

 

Palm Court
28 Pine Road
Belleville
St. Michael
Barbados

 

Managing Director of Longview Associates (Barbados) Ltd.
Palm Court
28 Pine Road
Belleville
St. Michael
Barbados

 

Canadian

(1) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

 

18

Med Net International Ltd.

Name/Position

 

Address

 

Principal Occupation, Principal Business and Address (1)

 

Citizenship

Michael J. Smith
President and Director

 

Med Net International Ltd.
Grosvenor House
33 Church Street
Hamilton, Bermuda

 

President, Chief Executive Officer and Secretary of MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

British

James M. Carter
Secretary and Director

 

Med Net International Ltd.
Grosvenor House
33 Church Street
Hamilton, Bermuda

 

Vice-President of MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

Canadian

Peter Dickson
Director

 

Med Net International Ltd.
Grosvenor House
33 Church Street
Hamilton, Bermuda

 

Managing Director of Guardian Management Company Limited
Grosvenor House
33 Church Street
Hamilton, Bermuda

 

British

Mark Steinley
Director

 

Med Net International Ltd.
Grosvenor House
33 Church Street
Hamilton, Bermuda

 

Vice President of MFC Bancorp Ltd.
8th Floor, Dina House,
Ruttonjee Centre
11 Duddell Street
Hong Kong SAR, China

 

American

Nowroz Jal Cama
Director

 

Med Net International Ltd.
Grosvenor House
33 Church Street
Hamilton, Bermuda

 

Director of Spur Career Solutions Private Limited
305-307 City Point
Dhone Patil Road
Pune, India

 

Indian

(1) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.