PRE 14C 1 pre14c.txt - 47 - INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) [ ] Definitive Information Statement ANTON DIST. INC. ----------------------------- (Name of Registrant as Specified in its Charter) Payment of Filing Fee (Check the appropriate box): [X] No Fee Required [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies:________. (2) Aggregate number of securities to which transaction applies:________. (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is calculated and state how it was determined):______ (4) Proposed maximum aggregate value of transaction:_____. (5) Total fee paid:_____. [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. (1) Amount previously paid:______ (2) Form, Schedule or Registration Statement No.:______. (3) Filing Party: _________ (4) Date Filed: __________ ANTON DIST. INC. 16125 Shawbrooke Road SW. Calgary, Alberta Canada, T2Y 3B3 INFORMATION STATEMENT Dated April 7, 2004 GENERAL This Information Statement is being circulated to the shareholders of Anton Dist. Inc., a Montana corporation (the "Company") in connection with the taking of corporate action without a meeting upon the written consent of all the holders of the outstanding shares of the Company's $0.001 par value common stock (the "Common Stock"). WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. As more completely described below, the matters upon which action is proposed to be taken are: (i) to authorize the Board of Directors to effect a forward stock split of thirteen-for-one (the "Forward Stock Split") of the Company's outstanding common stock, depending upon a determination by the Board of Directors that a Forward Stock Split is in the best interests of the Company and its shareholders; (ii) to approve an amendment to the Articles of Incorporation to effectuate a name change of the Company to "Andresmin Gold Corporation"; (iii) to approve a stock option plan for key personnel of the Company (the "Stock Option Plan"); (iv) to approve the election of three one directors to serve as a directors of the Company until the next annual meeting of the Company's shareholders or until their his successor has been elected and qualified; and (v) to ratify the selection of auditors for the fiscal year ending June 30, 2004. The date, time and place at which action is to be taken by written consent on the matters to be acted upon, and at which consents are to be submitted, is May 10, 2004, at 10:00 a.m. (Pacific Time) at 409 Granville Street, Suite 1450, Vancouver, British Columbia, Canada, V6C 1T250 West Liberty, Suite 880, Reno, Nevada 89501. This information statement is being first sent or given to security holders on approximately April 19, 2004. VOTING SECURITIES AND VOTE REQUIRED On March 30, 2004, the Board of Directors authorized and approved, subject to shareholder approval, certain corporate actions, which the Board of Directors deemed to be in the best interests of the Company and its shareholders. The Board of Directors further authorized the preparation and circulation of this information statement and a shareholders' consent to the holders of all of the outstanding shares of the Company's Common Stock. There are currently 3,634,155 shares of the Company's Common Stock outstanding, and each share of Common Stock is entitled to one vote. The Written Consent of Shareholders holding 3,634,155 shares of the Common Stock issued and outstanding is necessary to approve the matters being considered. Except for the Common Stock there is no other class of voting securities outstanding at this date. The record date for determining shareholders entitled to vote or give consent is April 5, 2004 (the "Record Date"). The matters upon which action is proposed to be taken are: (i) the approval of the Forward Stock Split; (ii) the approval of an amendment to the Articles of Incorporation to effectuate a name change of the Company to "Andresmin Gold Corporation"; (iii) the approval of the adoption of the Stock Option Plan for key personnel; (iv) the approval of the election of the following persons to serve as a directors of the Company until the next annual meeting of the Company's shareholders or until their his successor has been elected and qualified: Len De Melt, Wayne D. Johnstone and Lance Larsen; and (v) the ratification of the selection of Moore Stephens Ellis Foster Ltd. as the Company's independent public accountants for the fiscal year ending June 30, 2004. The cost of this Information Statement, consisting of printing, handling, and mailing of the Information Statement and related material, and the actual expense incurred by brokerage houses, custodians, nominees and fiduciaries in forwarding the Information Statement to the beneficial owners of the shares of Common Stock, will be paid by the Company. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS CURRENT OFFICERS AND DIRECTORS As of the date of this Information Statement, the directors and executive officers of the Company are as follows: Name Age Position with the Company ------------------- --- ------------------------------- Ken Larsen 75 President, CEO and a Director Lance Larsen 44 Secretary, Treasurer, CFO and a Director ------------------------------------- KEN LARSEN has been an officer and a Director of the Company since the Company's inception on May 6, 1991. From August 1983 to the present he has served as Vice President and General Manager of Bio-Med Marketing Inc., a Calgary, Alberta firm that specializes in financing and consulting to bio- medical companies. His duties there include hiring and training all sales personnel, designing and developing all in-house applications software applications, including the company network design and maintenance. From June 1988, Mr. Larsen served as General Manager of West Coast International, a company specializing in international sales of communications accessories. His duties there were to hire and train all sales staff and design and maintain all software and network installations. Mr. Larsen graduated with honors from the Canadian Investment Funds Institute and the Dale Carnegie sales course. LANCE LARSEN has been an officer and a director of the Company since September 5, 2002. From December, 1996 to the present he has served as President and Chief Executive Officer of Larsen International, Inc., a business consultancy firm specializing in mergers and acquisitions. From August 1997 to June 2000, he served as Vice President and General Manager of Bio-Med Marketing Inc., a Calgary, Alberta firm that specializes in financing and consulting to bio-medical companies. His duties there include hiring and training all sales personnel, designing and developing all in-house applications software applications, including the company network design and maintenance. From June 1988, Mr. Larsen served as General Manager of West Coast International, a company specializing in international sales of communications accessories. His duties there were to hire and train all sales staff and design and maintain all software and network installations. Mr. Larsen graduated with honors from the Canadian Investment Funds Institute and the Dale Carnegie sales course. For further information concerning the officers and directors, please see "ELECTION OF THREE (3) PERSONS TO SERVE AS DIRECTORS OF THE COMPANY - Information Concerning Directors." AUDIT COMMITTEE As of the date of this Information Statement, the Company has not appointed members to an audit committee. As of the date of this Information Statement, no audit committee exists. and, Ttherefore, the role of an audit committee has been conducted by the Board of Directors of the Company. After election by the shareholders of the nominated directors named herein, the Company intends to establish an audit committee. When established, the audit committee will be comprised of two disinterested members. When established, the audit committee's primary function will be to provide advice with respect to the Company's financial matters and to assist the Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, tax and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor the Company's financial reporting process and internal control system; (ii) review and appraise the audit efforts of the Company's independent accountants; (iii) evaluate the Company's quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and the Board of Directors. The Board of Directors has considered whether the provision of such non- audit services would be is compatible with maintaining the principal independent accountant's independence., The Board of Directors considered whether the independent principal accountant's independent, and concluded that the auditor for the previous fiscal year ended June 30, 2003 was independent. AUDIT FEES The aggregate fees billed for each of the last two years for professional services rendered by the principal accountant for the audit of the Company's annual financial statements and review of financial statements included in the Company's Form 10-QSB's, and services that are normally provided by the accountant in connection with statutory and regulatory engagements for those fiscal years was $2,937.00. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES During fiscal year ended June 30, 2003, the Company did not incur any fees for professional services rendered by its principal independent accountant for certain information technology services which may include, but is not limited to, operating or supervising or managing the Company's information or local area network or designing or implementing a hardware or software system that aggregate source data underlying the financial statements. ALL OTHER FEES During fiscal year ended June 30, 2003, the Company did not incur any other fees for professional services rendered by its principal independent accountant for all other non-audit services which may include, but is not limited to, tax-related services, actuarial services or valuation services. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of the Record Date concerning: (i) each person who is known by the Company to own beneficially more than 5% of the Company's outstanding Common Stock; (ii) each of the Company's executive officers, directors and key employees; and (iii) all executive officers and directors as a group. Common Stock not outstanding but deemed beneficially owned by virtue of the right of an individual to acquire shares within 60 days is treated as outstanding only when determining the amount and percentage of Common Stock owned by such individual. Except as noted, each person or entity has sole voting and sole investment power with respect to the shares shown. CLASS OF STOCK NAME AMOUNT AND NATURE OF PERCENT BENEFICIAL OWNERSHIP OF OWNERSHIP ------------------------------------------------------------------------------- - (1) Common Stock Ken Larsen 1,425,000 39.21% P.O. Box 1250 Browning, MT 59417 (1) Common Stock Lance Larsen 500,000 13.76% 75 Sunbank Way Calgary, Alberta T2X 1X6 (1) Common Stock All officers and directors 1,925,000 52.97% as a group (2 persons) _______________________________________________________________________________ (1) These are restricted shares of common stock. EXECUTIVE COMPENSATION As of the date of this Information Statement, none of the officers or directors of the Company are compensated for their roles as directors or executive officers as the Company is only in the development stage and has not yet realized substantial revenues from business operations. Officers and directors of the Company, however, are reimbursed for any out-of-pocket expenses incurred by them on behalf of the Company. None of the Company's directors or officers are party to employment agreements with the Company. The Company presently has no pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company has not entered into any contractual arrangements with related parties. There is not any currently proposed transaction, or series of the same to which the Company is a party, in which the amount involved exceeds $60,000 and in which, to the knowledge of the Company, any director, executive officer, nominee, fiver percent shareholder or any member of the immediate family of the foregoing persons, have or will have a direct or indirect material interest. The officers and directors of the Company are engaged in other businesses, either individually or through partnerships and corporations in which they may have an interest, hold an office or serve on the boards of directors. The directors of the Company may have other business interests to which they may devote a major or significant portion of their time. Certain conflicts of interest, therefore, may arise between the Company and its directors. Such conflicts are intended to be resolved through the exercise by the directors of judgment consistent with their fiduciary duties to the Company. The officers and directors of the Company intend to resolve such conflicts in the best interests of the Company. The officers and directors will devote their time to the affairs of the Company as necessary. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Section 16(a) of the Exchange Act requires the Company's directors and officers, and the persons who beneficially own more than ten percent of the common stock of the Company, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Company pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by the Company and on the representations of the reporting persons, the Company believes that these persons have complied with all applicable filing requirements during the fiscal year ended June 30, 2003 and during the six- month period ended December 31, 2003. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON With the exception of the current directors of the Company, and as of the date of this Information Statement, there are no persons identified by management of the Company who have an interest in the matters to be acted upon nor who are in opposition to the matters to be acted upon. As of the date of this Information Statement, there are no persons who are currently a director or officer of the Company, that oppose any action to be taken by the Company. AUTHORIZATION FOR THE BOARD OF DIRECTORS OF THE COMPANY TO EFFECTUATE A FORWARD STOCK SPLIT OF THIRTEEN-FOR-ONE OF THE COMPANY'S ISSUED AND OUTSTANDING SHARES OF COMMON STOCK FORWARD STOCK SPLIT The Board of Directors of the Company, at a special meeting, authorized and approved, subject to shareholder approval, a forward stock split of thirteen-for-one (the "Forward Stock Split") of the Company's issued and outstanding shares of common stock. The Forward Stock Split may be effectuated by the Board depending on market conditions. The intent of the Forward Stock Split is to increase the marketability and liquidity of the common stock. If the Forward Stock Split is approved by the shareholders pursuant to the execution of the Written Consent of Shareholders, it will be effected only upon a determination by the Board of Directors that the Forward Stock Split is in the best interests of the Company and the shareholders. In the Board's judgment, the Forward Stock Split would result in the greatest marketability and liquidity of the common stock, based upon prevailing market conditions, the likely effect on the market price of the common stock and other relevant factors. If approved by the shareholders pursuant to the Written Consent of Shareholders, the Forward Stock Split will become effective on any date (the "Effective Date") selected by the Board of Directors on or prior to May 14, 2004, upon the filing of the appropriate documentation with all applicable regulatory authorities. If no Forward Stock Split is effected by such date, the Board of Directors will take action to abandon the Forward Stock Split without further shareholder action. The procedures for consummation of the Forward Stock Split are attached hereto as Exhibit B. Purposes And Effects Of The Forward Stock Split Consummation of the Forward Stock Split will alter the number of issued shares of Common Stock, which will be increased to 47,244,015 shares. The Common Stock is listed for trading on the OTC Bulletin Board under the symbol "ANDI". On the Record Date, the reported closing price of the common stock on the OTC Bulletin Board was $9.00 per share. Management intends to effect a Forward Stock Split at a level of thirteen-for-one which it believes is sufficient to attain its goal of increasing the marketability and liquidity of the Company's common stock. Additionally, the Board feels that having a greater number of shares of the common stock available at a reduced price per share will increase the public's interest in the Company's business. The Board also anticipated that the availability of more shares of common stock will stabilize the market price of the Company's shares and result in broader distribution. The Forward Stock Split would have the following effects upon the number of shares of common stock outstanding (3,634,155 shares as of the Record Date) and no effect upon the number of authorized and unissued shares of common stock (assuming that no additional shares of common stock are issued by the Company after the Record Date and without taking into account any increase in the number of outstanding shares resulting from the exercise of outstanding options and warrants). The common stock will continue to be $0.001 par value common stock following any Forward Stock Split, and the number of shares of common stock outstanding will be increased. The following example is intended for illustrative purposes. Forward Stock Common Stock Authorized Split Outstanding Common Stock Pre Forward Split 3,634,155 100,000,000 13 for 1 47,244,015 100,000,000 At the Effective Date, each share of the common stock issued and outstanding immediately prior thereto (the "Old Common Stock"), will be reclassified as and changed into the appropriate number of shares of the Company's Common Stock, $0.001 par value per share (the "New Common Stock"). Shortly after the Effective Date, the Company will send transmittal forms to the holders of the Old Common Stock to be used in forwarding their certificates formerly representing shares of Old Common Stock for surrender and exchange for certificates representing shares of New Common Stock. Federal Income Tax Consequences of the Forward Stock Split The following is a summary of the material federal income tax consequences of the proposed Forward Stock Split. This summary does not purport to be complete and does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations and proposed regulations, court decisions and current administrative rulings and pronouncements of the Internal Revenue Service ("IRS"), all of which are subject to change, possibly with retroactive effect, and assumes that the New Common Stock will be held as a "capital asset" (generally, property held for investment) as defined in the Code. Holders of Old Common Stock are advised to consult their own tax advisers regarding the federal income tax consequences of the proposed Forward Stock Split in light of their personal circumstances and the consequences under state, local and foreign tax laws. 1. The Forward Stock Split will qualify as a recapitalization described in Section 368(a)(1)(E) of the Code. 2. No gain or loss will be recognized by the Company in connection with the Forward Stock Split. 3. No gain or loss will be recognized by a shareholder who exchanges all of his shares of Old Common Stock solely for shares of New Common Stock. 4. The aggregate basis of the shares of New Common Stock to be received in the Forward Stock Split will be the same as the aggregate basis of the shares of Old Common Stock surrendered in exchange therefore. 5. The holding period of the shares of New Common Stock to be received in the Forward Stock Split will include the holding period of the shares of the Old Common Stock surrendered in exchange therefor. THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY, EACH HOLDER OF COMMON STOCK OF THE COMPANY IS URGED TO CONSULT WITH HIS OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED FORWARD STOCK SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL, FOREIGN OR OTHER TAXING JURISDICTION. BOARD RECOMMENDATION The Board recommends approval of the Forward Stock Split, and each of the resolutions with respect thereto set forth in Exhibit A hereto. APPROVAL OF A PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION TO EFFECTUATE A CHANGE IN NAME OF THE COMPANY TO "ANDRESMIN GOLD CORPORATION" NAME CHANGE Due to the Company's change of business direction into mineral exploration and development, the Board of Directors has determined that it will be in the best interests of the Company and its shareholders to change the name of the Company from Anton Dist. Inc. to Andresmin Gold Corporation. See "Prior Operational History" below. The objective of the change in corporate name is to more accurately reflect the proposed business activities of the Company in its name. The Company believes that the name change will better communicate the Company's emergence as a mineral exploration and development company. The Board of Directors approved a resolution to amend the Certificate of Incorporation on March 30, 2004 to change the Company's name to Andresmin Gold Corporation, subject to shareholder approval. By approving this proposal, the shareholders will authorize the Board of Directors to amend the Company's Articles of Incorporation accordingly, attached as Exhibit B. The amendment embodies Article I changing the text to: "The name of the corporation is: Andresmin Gold Corporation" After the name change, it is anticipated that the Company's trading symbol for the Bulletin Board will be changed from "ANDI". Management expects formal implementation of the name change with the Montana Secretary of State to be completed as soon as practicable after the effective date of the shareholder resolution. PRIOR OPERATIONAL HISTORY The Company was established on May 6, 1991 as a Montana corporation. The Company's only activities have been organizational ones, directed at developing its business plan and raising its initial capital. The Company has not commenced any commercial operations. The Company has no full-time employees and owns no real estate. Until January of 2004, the Company's business plan was to further develop and license a unique marketing product that would produce a tourist oriented city and regional map for individual cities and territories throughout North America. This map would be designed to be a low-priced promotional item to be sold at cost or given away by multi-outlet concerns such as gasoline retailers. This map would give the end user a detailed view of the city and environs as well as highlighted locations of the sponsor's outlets. The map would be offered on an exclusive basis to several different non- competing industries. Licensing was intended to be done on a city-by-city basis with the Company receiving a license fee and a royalty on sales. Final determination of the fees would be made using population figures and tourist activities. Marketing assistance would be provided to the licensee and printing would be handled by one or more printers who would be able to provide lower costs due to volume purchases. However, current management has decided to change the business of the Company to the exploration and development of mineral properties in Peru. BOARD APPROVAL Based upon review of a wide variety of factors considered in connection with its evaluation of the proposed change in corporate name, the Board of Directors of the Company believes that it would be in the best interests of the Company and its shareholders to change the Company's name to "Andresmin Gold Corporation". The Board of Directors recommends approval of the amendment to the Articles of Incorporation of the Company to effectuate a name change of the Company to "Andresmin Gold Corporation" and each of the resolutions with respect thereto set forth in Exhibit A hereto. APPROVAL OF THE STOCK OPTION PLAN FOR KEY PERSONNEL OF THE COMPANY On March 30, 2004, the Board of Directors of the Company unanimously approved and adopted a stock option plan (the "Stock Option Plan"), which is attached hereto as Exhibit C. The purpose of the Stock Option Plan is to advance the interests of the Company and its shareholders by affording key personnel of the Company an opportunity for investment in the Company and the incentive advantages inherent in stock ownership in the Company. Pursuant to the provisions of the Stock Option Plan, stock options (the "Stock Options") will be granted only to key personnel of the Company, generally defined as a person designated by the Board of Directors upon whose judgment, initiative and efforts the Company may rely including any director, officer, employee or consultant of the Company. The Stock Option Plan is to be administered by the Board of Directors of the Company, which shall determine (i) the persons to be granted Stock Options under the Stock Option Plan; (ii) the number of shares subject to each option, the exercise price of each Stock Option; and (iii) whether the Stock Option shall be exercisable at any time during the option period of ten (10) years or whether the Stock Option shall be exercisable in installments or by vesting only. The Stock Option Plan provides authorization to the Board of Directors to grant Stock Options to purchase a total number of shares of common stock of the Company, not to exceed twenty percent (20%) of the total issued and outstanding shares of common stock of the Company as at the date of adoption by the Board of Directors of the Stock Option Plan. At the time the Stock Option is granted under the Stock Option Plan, the Board of Directors shall fix and determine the exercise price at which shares of common stock of the Company may be acquired; provided, however, that any such exercise price shall not be less than that permitted under the rules and policies of any stock exchange or over-the- counter market which is applicable to the Company. In the event an optionee who is a director or officer of the Company ceases to serve in that position, any Stock Option held by such optionee generally may be exercisable within up to ninety (90) days after the effective date that his position ceases, and after such ninety-day period any unexercised Stock Option shall expire. In the event an optionee who is an employee or consultant of the Company ceases to be employed by the Company, any Stock Option held by such optionee generally may be exercisable within up to ninety (90) days (or up to thirty (30) days where the optionee provided only investor relations services to the Company) after the effective date that his employment ceases, and after such ninety-day or thirty-day period any unexercised Stock Option shall expire. No Stock Options granted under the Stock Option Plan will be transfereable by the optionee, and each Stock Option will be exercisable during the lifetime of the optionee subject to the option period of ten (10) years or limitations described above. Any Stock Option held by an optionee at the time of his death may be exercised by his estate within one (1) year of his death or such longer period as the Board of Directors may determine. The exercise price of a Stock Option granted pursuant to the Stock Option Plan shall be paid in cash or certified funds upon exercise of the option. Incentive Stock Options The Stock Option Plan further provides that, subject to the provisions of the Stock Option Plan, the Board of Directors may grant to any key personnel of the Company who is an employee eligible to receive options one or more incentive stock options to purchase the number of shares of common stock allotted by the Board of Directors (the "Incentive Stock Options"). The option price per share of common stock deliverable upon the exercise of an Incentive Stock Option shall be no less than fair market value of a share of common stock on the date of grant of the Incentive Stock Option. In accordance with the terms of the Stock Option Plan, "fair market value" of the Incentive Stock Option as of any date shall not be less than the closing price for the shares of common stock on the last trading day preceding the date of grant. The option term of each Incentive Stock Option shall be determined by the Board of Directors, which shall not commence sooner than from the date of grant and shall terminate no later than ten (10) years from the date of grant of the Incentive Stock Option, subject to possible early termination as described above. As of the date of this Information Statement, no Stock Options nor Incentive Stock Options have been granted. Upon approval by the shareholders of the Stock Option Plan, the Board of Directors will be authorized, without further shareholder approval, to grant such options from time to time to acquire up to an aggregate of 700,000 prior to the Forward Stock Split (9,100,000 post Forward Stock Split) shares of the Company's restricted common stock. BOARD APPROVAL Based upon review of a wide variety of factors considered in connection with its evaluation of the provisions and terms of the Stock Option Plan, the Board of Directors of the Company believes that it would be in the best interests of the Company and its shareholders to adopt the Stock Option Plan. The Board of Directors recommends approval of the Stock Option Plan, the grant of stock options under the Stock Option Plan Agreement, the grant of incentive stock options under the Incentive Stock Option Plan Agreement, and approval of each of the resolutions with respect thereto set forth in Exhibit A hereto. ELECTION OF THREE ONE (31) PERSONS TO SERVE AS DIRECTORS OF THE COMPANY The Company's directors are elected annually to serve until the next annual meeting of shareholders or until their successors shall have been elected and qualified. The Company's bylaws provide that the number of directors of the Company shall be no more than fifteen (15) or less than one (1). The nominees have s advised the Company of their his availability and willingness to continue to serve as a director of the Company. INFORMATION CONCERNING NOMINEES LANCE LARSEN has been an officer and a director of the Company since September 5, 2002. From December, 1996 to the present he has served as President and Chief Executive Officer of Larsen International, Inc., a business consultancy firm specializing in mergers and acquisitions. From August 1997 to June 2000, he served as Vice President and General Manager of Bio-Med Marketing Inc., a Calgary, Alberta firm that specializes in financing and consulting to bio-medical companies. His duties there include hiring and training all sales personnel, designing and developing all in-house applications software applications, including the company network design and maintenance. From June 1988, Mr. Larsen served as General Manager of West Coast International, a company specializing in international sales of communications accessories. His duties there were to hire and train all sales staff and design and maintain all software and network installations. Mr. Larsen graduated with honors from the Canadian Investment Funds Institute and the Dale Carnegie sales course. LEN DE MELT B.A., ASc T, Hd.M. has been a Mine Manager of an open pit mine in Guinea, Africa, which is controlled by the Trivalence Mining Corporation, a British Columbia corporation that is listed on the TSX Venture Exchange, from 2000 to present. As Mine Manager, Mr. De Melt manages 550 employees. He manages operations and maintenance: 21 sub departments, which include 3 Ore Treatment Plants/Mills, engine re-build shop, Manitowoc shovel/dragline re- build shop, Caterpillar Heavy equipment re-build shop, Tire vulcanization shop, Electrical generator/motor re-wind shop, Telecommunications shop, Light Vehicle Maintenance shop, field Manitowoc shovel/dragline maintenance, field Heavy maintenance and Townsite power and water maintenance. From 1998 to 2000 Mr. De Melt was manager of Yanacocha (one of the World's top mines - Open Pit Heap Leach) located in Peru. Mr. De Melt has also provided mining consulting to certain companies from 1997 to 1999. From 1995 to 1997, Mr. De Melt was the President, Manager and Chief Engineer for Goldust Mines Ltd., a company operating out of Val Dor, Quebec, Canada. While at Goldust Mines Ltd., Mr. De Melt arranged financing, managed and put into production the Croiner Mine. Mr. De Melt graduated from the British Columbia Institute of Technology with a Mechanical diploma. On May 14, 1969, Mr. De Melt graduated from the Haileybury School of Mines-Engineering. Mr. De Melt is a member of the Association of Applied Sciences of British Columbia. In addition, Mr. De Melt is a member of the Canadian Institute of Mining and Metallurgy. WAYNE D. JOHNSTONE is a self employed consultant to various public companies from 1997 to present and has been a director and Chief Financial Officer of Kaieteur Resource Corp., a company listed on the TSX Venture Exchange, from July 2000 to present. Mr. Johnstone was a director of Saxony Explorations Ltd., a company listed on the TSX Venture Exchange, from March 2000 to January 2004. Mr. Johnstone was an officer of Alantra Venture Corp., a company listed on the TSX Venture Exchange, from June 1999 to June 2000 and a director of the same company from April 2000 to June 2000. Mr. Johnstone was a director of Safeguard Biometrics, a company listed on the TSX Venture Exchange, from June 1998 to March 2000. Mr. Johnstone attended the University of British Columbia and graduated in 1977 with a Bachelors of Commerce with a finance concentration. In 1979, Mr. Johnstone became a Chartered Accountant. Mr. Johnstone has experience as being a controller of a group of public companies, including ones with SEC exposure to Form 10-KSB, Form 10-QSB, Form S-4 and Form 20-F. In addition, Mr. Johnstone has restructured companies for refinancing, assisted in preparing prospectus filings and fund raising, acted as audit manager, and has experience in the oil and gas industry as well as mineral exploration in Canada, Mexico and South America. As of the date of this Information Statement, no director or executive officer or proposed director of the Company is or has been involved in any legal proceeding concerning (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses) within the past five years; (iii) being subject to any order, judgment or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated). BOARD APPROVAL Based upon evaluation of the prospective nominees, the Board of Directors of the Company believes that it would be in the best interests of the Company and its shareholders to elect the nominees as directors of the Company. The Board of Directors recommends election of the nominees, Len De Melt, Lance Larsen and Wayne D. Johnstone, as directors of the Company and approval of each of the resolutions with respect thereto set forth in Exhibit A. RATIFICATION OF SELECTION OF MOORE STEPHENS ELLIS FOSTER LTD. AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY As of April 7, 2004, MacCallum Horn, Chartered Accountants ("MH"), were the principal independent accountants of the Company. The Company has decided that it would be in the best interests of the Company to have MH remain as the principal independent accountants for the Company for the nine month period ended March 31, 2004, and to then engage the services of an independent accountant, which has a current relationship with new management. Therefore, on March 30, 2004, the board of directors of the Company authorized and approved the engagement of Moore Stephens Ellis Foster Ltd. ("MSEF"), Chartered Accountants, 1650 West 1st Avenue, Vancouver, British Columbia, Canada, V6J 1G1 as the principal independent accountant for the Company for the fiscal year ended June 30, 2004. During the Company's two most recent fiscal years and any subsequent interim period preceding the removal of MH, there were no disagreements with MH which were not resolved on any matter concerning accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MH, would have caused MH to make reference to the subject matter of the disagreements in connection with its respective reports. MH has not as the Company's principal independent accountant, provided an adverse opinion or disclaimer of opinion to the Company's financial statements, nor has MH modified its respective opinion as to uncertainty, audit scope or accounting principles. The financial statements for fiscal year ended June 30, 2003 and 2002 did contain the principal independent accountant's modification of its opinion due to going concern uncertainties. The Company's principal independent accountant from May 10, 2004 onward will be Moore Stephens Ellis Foster Ltd., 1650 West 1st Avenue, Vancouver, British Columbia, Canada, V6J 1G1. BOARD APPROVAL The Board of Directors of the Company believes that it would be in the best interests of the Company and its shareholders to ratify the selection of Moore Stephens Ellis Foster Ltd. as independent public accountants of the Company for the fiscal year ended June 30, 2004. The Board of Directors recommends ratification of Moore Stephens Ellis Foster Ltd. as independent public accountants of the Company for fiscal year ending June 30, 2004 and approval of each of the resolutions with respect thereto set forth in Exhibit A. PROPOSALS BY SECURITY HOLDERS The Board of Directors does not know of any matters that are to be presented to the shareholders for their approval and consent pursuant to the Written Consent of Shareholders other than those referred to in this Information Statement. If any shareholder of the Company entitled to vote by written authorization or consent has submitted to the Company a reasonable time before the Information Statement is to be transmitted to shareholders a proposal, other than elections to offices, such proposal must be received at the Company's offices, 16125 Shawbrooke Road SW., Calgary, Alberta, Canada, T2Y 3B3Reno, Nevada 89501, Attention: President, not later than April 5, 2004. DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS One Information Statement will be delivered to multiple shareholders sharing an address unless the Company receives contrary instructions from one or more of the shareholders. Upon receipt of such notice, the Company will undertake to deliver promptly a separate copy of the Information Statement to the shareholder at a shared address to which a single copy of the documents was delivered and provide instructions as to how the shareholder can notify the Company that the shareholder wishes to receive a separate copy of an annual report or Information Statement. In the event a shareholder desires to provide such notice to the Company, such notice may be given verbally by telephoning the Company's offices at (403702.433.5250) 256-6730 or by mail to 16125 Shawbrooke Road SW., Calgary, Alberta, Canada, T2Y 3B3. By Order of the Board of Directors By: Ken Larsen, President EXHIBIT A TO INFORMATION STATEMENT WRITTEN CONSENT OF SHAREHOLDERS Pursuant to Section 35-1-519 of the Montana Business Corporations Act, as amended, which provides that any action required to be taken at a meeting of the shareholders of a corporation may be taken without a meeting if, before or after the action, a written consent setting forth the action so taken shall be signed by all the shareholders of the corporation entitled to vote on the action. The undersigned, being all the shareholders of Anton Dist. Inc., a Montana corporation (the "Company"), entitled to vote on an action, do hereby take, consent, ratify, affirm and approve the following actions. WHEREAS the board of directors of the Company at a special meeting held on March 30, 2004 (the "Special Meeting") authorized and approved, subject to shareholder approval, if required, certain corporate actions, which the board of directors deemed to be in the best interests of the Company, and its shareholders; WHEREAS the board of directors of the Company at the Special Meeting further authorized and directed the submission to all of the shareholders of the Company the certain corporate actions to be approved and authorized by such shareholders of the Company; WHEREAS Section 35-1-519 of the Montana Revised Statutes, as amended, provides that any action required to be taken at a meeting of the shareholders of a corporation may be taken without a meeting if, before or after the action, a written consent setting forth the action so taken shall be signed by all the shareholders of the corporation entitled to vote on the action; WHEREAS the shareholders who have signed this Written Consent of Shareholders dated to be effective as of May 10, 2004 are shareholders of record as of April 5, 2004 and hold all of the Company's issued and outstanding shares of Common Stock. WHEREAS such shareholders have been fully apprised and informed of the nature of the certain corporate actions and have concluded that approval and authorization of such corporate actions would be beneficial to the Company and in the best interests of its shareholders; therefore, be it I Authorization of the Thirteen-For-One Forward Stock Split of the Company's Issued and Outstanding Shares of Common Stock RESOLVED, that the Board of Directors be, and it hereby is, authorized to effect a Forward Stock Split in accordance with the following resolutions if the Board determines in the exercise of their discretion that a Forward Stock Split is in the best interests of the Company and the Shareholders and that the Forward Stock Split is likely to result in an increase in the marketability and liquidity of the Common Stock. FURTHER RESOLVED, that prior to May 10, 2004, the following provisions of the Forward Stock Split be and hereby are authorized: "In accordance with the effective date of the Forward Stock Split (the "Effective Date"), each share of the Company's common stock, $0.001 par value, issued and outstanding immediately prior to the Effective Date (the "Old Common Stock") shall automatically and without any action on the part of the holder thereof be reclassified as and changed, pursuant to a forward stock split, into thirteen (13) shares of the Company's outstanding common stock, $0.001 par value (the "New Common Stock"), depending upon a determination by the Board that a Forward Stock Split is in the best interests of the Company and the Shareholders. Each holder of a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of Old Common Stock (the "Old Certificates," whether one or more) shall be entitled to receive upon surrender of such Old Certificates to the Company's Transfer Agent for cancellation, a certificate or certificates (the "New Certificates," whether one or more) representing the number of shares of the New Common Stock into which and for which the shares of the Old Common Stock formerly represented by such Old Certificates so surrendered, are reclassified under the terms hereof. From and after the Effective Date, Old Certificates shall represent only the right to receive New Certificates pursuant to the provisions hereof. If more than one Old Certificate shall be surrendered at one time for the account of the same Shareholder, the number of full shares of New Common Stock for which New Certificates shall be issued shall be computed on the basis of the aggregate number of shares represented by the Old Certificates so surrendered. If any New Certificate is to be issued in a name other than that in which the Old Certificates surrendered for exchange are issued, the Old Certificates so surrendered shall be properly endorsed and otherwise in proper form for transfer. From and after the Effective Date the amount of capital represented by the shares of the New Common Stock into which and for which the shares of the Old Common Stock are reclassified under the terms hereof shall be the same as the amount of capital represented by the shares of Old Common Stock so reclassified, until thereafter reduced or increased in accordance with applicable law." II Approval of an Amendment to the Articles of Incorporation of the Company to Effectuate a Change in Name of the Company to "Andresmin Gold Corporation" RESOLVED that, subject to regulatory approval and in compliance with the policies of the applicable stock exchange, the filing and form of which is at the sole and absolute discretion of the Board of Directors of the Company, the shareholders of the Company who have signed this Written Consent of Shareholders approve the filing of an amendment to the Articles of Incorporation of the Company to effectuate a change in the name of the Company from Anton Dist. Inc. to "Andresmin Gold Corporation" or to such other name as may be approved by the Board of Directors of the Company, in its sole and absolute discretion, and as is acceptable with the appropriate regulatory authorities (the "Name Change"); and, furthermore, that the Board of Directors of the Company is authorized, in its sole and absolute discretion, to abandon or alter any portion of the proposed Name Change at any time without the further approval of the shareholders of the Company; and FURTHER RESOLVED that an amendment to the Articles of Incorporation of the Company to effectuate a change in name of the Company to "Andresmin Gold Corporation" be and hereby is approved, and that such amendment to the Articles of Incorporation be filed with the Montana Secretary of State at the sole and absolute discretion of the Board of Directors of the Company. III Approval of the Stock Option Plan for Key Personnel of the Company RESOLVED that, subject to regulatory approval and in compliance with the policies of the applicable stock exchange, the filing and form of which is at the sole and absolute discretion of the Board of Directors of the Company, the shareholders of the Company who have signed this Written Consent of Shareholders do hereby approve and ratify the adoption of a stock option plan (the "Stock Option Plan") for the Company (a) to fix the maximum number of common shares for which options may be granted under the Stock Option Plan not to exceed 20% of the issued and outstanding shares of common stock of the Company as at the date of adoption of this Stock Option Plan by the Board of Directors, (b) to specify that the exercise price for any option granted under the Stock Option Plan may not be less than the fair market value of the applicable common shares on the date of grant, (c) to specify that the options issued pursuant to the Stock Option Plan are non-transferable and (d) to specify that in no event may the maximum number of shares reserved for any one individual under the Stock Option Plan exceed 10% of the issued and outstanding share capital of the Company; all on the basis as set forth in the Stock Option Plan, a copy of which is attached to this Information Statement and is available for inspection by the shareholders of the Company, and any related stock option plan agreement and incentive stock option plan agreement; and furthermore, that the Board of Directors of the Company is authorized, in its sole and absolute discretion, to abandon or alter any portion of the proposed Stock Option Plan at any time without the further approval of the shareholders of the Company; FURTHER RESOLVED that, subject to regulatory approval and in compliance with the policies of the applicable stock exchange, the filing and form of which is at the sole and absolute discretion of the Board of Directors of the Company, the shareholders of the Company who have signed this Written Consent of Shareholders do hereby approve the Company's grant of stock options and/or incentive stock options (which options may have special rights attached to them) to such key personnel of the Company during the ensuing year and at such prices and in such amounts as may be determined by the Board of Directors of the Company, in its sole and absolute discretion, and as are acceptable with the appropriate regulatory authorities and, in addition, approve the exercise of any such or outstanding stock options and/or incentive stock options by such key personnel of the Company together with any amendment or amendments to any such stock option plan agreement and incentive stock option plan agreement at such prices and in such amounts as may be determined by the Board of Directors of the Company, in its sole and absolute discretion, and as are acceptable with the appropriate regulatory authorities (collectively, the "Stock Option Approvals"); and, furthermore, that the Board of Directors of the Company are authorized, in its sole and absolute discretion, to abandon or alter any portion of the proposed Stock Option Approvals at any time without the further approval of the shareholders of the Company; and FURTHER RESOLVED that, subject to regulatory approval and in compliance with the policies of the applicable stock exchange, the filing and form of which is at the sole and absolute discretion of the Board of Directors of the Company, the shareholders of the Company who have signed this Written Consent of Shareholders, do hereby approve the preparation of and filing with the Securities and Exchange Commission a "Form S-8 - For Registration Under the Securities Act of 1933 of Securities to Be Offered to Employees Pursuant to Employee Benefit Plans". IV Approval of the Election of Three (3) Persons To Serve as Directors of the Company RESOLVED that, subject to regulatory approval and in compliance with the policies of the applicable stock exchange, the filing and form of which is at the sole and absolute discretion of the Board of Directors of the Company, the shareholders of the Company who have signed this Written Consent of Shareholders, do hereby elect and approve the election of the following individuals to serve as directors of the Company until the next annual meeting of shareholders or until his respective successor shall have been duly elected and qualified: Len De Melt Lance Larsen, and Wayne D. Johnstone. V Moore Stephens Ellis Foster Ltd. as Independent Public Accountants of the Company RESOLVED that, subject to regulatory approval and in compliance with the policies of the applicable stock exchange, the filing and form of which is at the sole and absolute discretion of the Board of Directors of the Company, the shareholders of the Company who have signed this Written Consent of Shareholders, do hereby approve and ratify the selection of Moore Stephens Ellis Foster Ltd. as the independent public accountants for the Company for fiscal year ending June 30, 2004. EXECUTED to be effective as of the 10th day of May, 2004. SHAREHOLDERS: Date: March 30, 2004 Ken Larsen_____________ Print Name _/s/ Ken Larsen, President and Director Signature (Title if Appropriate) P.O. Box 1250 Browning, MT 59417 Address 1,425,000______________________ Number of Shares Held of Record Date: March 30, 2004 Lance Larsen _________________ Print Name _/s/ Lance Larsen, CFO and Director___ Signature (Title if Appropriate) 75 Sunbank Way Calgary, Alberta, T2X 1X6 Address 500,000______________________ Number of Shares Held of Record Date: March 30, 2004 765788 Alberta Ltd.____________ Print Name _/s/ John Azzolini, President____ Signature (Title if Appropriate) 700 - 2303 4th Street SW. Calgary, Alberta, T5C 2S7 Address 5,000________________________ Number of Shares Held of Record Date: March 30, 2004 John Azzolini_________________ Print Name _/s/ John Azzolini______________ Signature (Title if Appropriate) 2303 4th St SW, Suite 700______ Calgary, Alberta, T2S 2S7 Address 25,000_______________________ Number of Shares Held of Record Date: March 30, 2004 Leanne Bishop________________ Print Name _/s/ Leanne Bishop______________ Signature (Title if Appropriate) 454 - 22 Ave. NW Calgary, Alberta, T2M 1N4______ Address 6,000________________________ Number of Shares Held of Record Date: March 30, 2004 Vern Boon_____________________ Print Name _/s/ Vern Boon__________________ Signature (Title if Appropriate) 18 San Fernanco Crescent NE____ Calgary, Alberta, T1Y 7E6 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Marvin D. Boyko________________ Print Name _/s/ Marvin Boyko_______________ Signature (Title if Appropriate) 1627 - 16th Ave. SW Calgary, Alberta, T3C 1A2 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Chris Breneol_________________ Print Name _/s/ Chris Breneol______________ Signature (Title if Appropriate) 462 MT Sparrow Hawk Pl. SE____ Calgary, Alberta, T2Z 2G9 Address 4,000________________________ Number of Shares Held of Record Date: March 30, 2004 Lea Canta_____________________ Print Name _/s/ Lea Canta__________________ Signature (Title if Appropriate) 40 Hawkfield Rise_NW___ Calgary, Alberta, T3G 3M7 Address 5,000________________________ Number of Shares Held of Record Date: March 30, 2004 Michael Carr_____________________ Print Name _/s/ Michael Carr_______________ Signature (Title if Appropriate) 18 San Fernanco Crescent NE____ Calgary, Alberta, T1Y 7E6 Address 40,000________________________ Number of Shares Held of Record Date: March 30, 2004 Debbie Cousineau_____________________ Print Name _/s/ Debbie Cousineau____________ Signature (Title if Appropriate) 87 Oxford St.____ Woodstock, Ontario, N4S 5A4 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Sheryl Frances Cousineau______ Print Name _/s/ Sheryl Cousineau___________ Signature (Title if Appropriate) #254 - 16 Midlake Boulevard____ Calgary, Alberta, T4X 1Y2 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 D&D Locksmithing Ltd.__________ Print Name _/s/ Desmond Sullivan, President_ Signature (Title if Appropriate) 1753 - 240 Stewart Green SW____ Calgary, Alberta Address 6,000________________________ Number of Shares Held of Record Date: March 30, 2004 Robert Danvers_________________ Print Name _/s/ Robert Danvers______________ Signature (Title if Appropriate) 693 Baycrest Dr.____ North Vancouver, B.C. Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Eldon Edey___________________ Print Name _/s/ Eldon Edey__________________ Signature (Title if Appropriate) 121 Spring View SW____ Calgary, Alberta, T3H 3S7 Address 11,000________________________ Number of Shares Held of Record Date: March 30, 2004 Dairen Edwards________________ Print Name _/s/ Dairen Edwards______________ Signature (Title if Appropriate) 20045 - 46thA Ave.____ Langley, B.C., V3A 6J2 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Leigh Anne Elliot_____________ Print Name _/s/ Leigh Elliot_______________ Signature (Title if Appropriate) 121 Durham Street____ New Westminster, B.C., V3L 1X2 Address 20,000________________________ Number of Shares Held of Record Date: March 30, 2004 Frederick Fitzgerald___________ Print Name _/s/ Fred Fitzgerald____________ Signature (Title if Appropriate) 87 Oxford Street____ Woodstock, Ontario, N4S 5A4 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Gordon Fuller_____________________ Print Name _/s/ Gordon Fuller______________ Signature (Title if Appropriate) 6 - 929 - 42nd Ave.____ Calgary, Alberta, T2G 1Z0 Address 40,000________________________ Number of Shares Held of Record Date: March 30, 2004 Mary Gorko_____________________ Print Name _/s/ Mary Gorko_________________ Signature (Title if Appropriate) 228 Arbour Crest Dr. NW____ Calgary, Alberta, T3G 4V3 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Wayne Hanson__________________ Print Name _/s/ Wayne Hanson_______________ Signature (Title if Appropriate) 543 East Columbia St.____ New Westminster, B.C. Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Har-Tech Electric_____________ Print Name _/s/ Harold Trombley, Owner_____ Signature (Title if Appropriate) 9940 Warren Rd. SE____ Calgary, Alberta, T2J 1G7 Address 5,000________________________ Number of Shares Held of Record Date: March 30, 2004 Nathan C. Henry_______________ Print Name _/s/ Nathan Henry___________________ Signature (Title if Appropriate) 122 Cedarwood Dr.____ Port Moody, B.C., V3H 5A8 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Brant Hodyno__________________ Print Name _/s/ Brant Hodyno_______________ Signature (Title if Appropriate) 83 - 40 Austin Street, Ste 2G Kew Gardens, NY 11415-1833 Address 30,000________________________ Number of Shares Held of Record Date: March 30, 2004 Michael Iverson_____________________ Print Name _/s/ Michael Iverson____________ Signature (Title if Appropriate) 24549 - 53rd Ave.____ Langley, B.C., V2Z 1H6 Address 20,000________________________ Number of Shares Held of Record Date: March 30, 2004 Kennedy Kerster_______________ Print Name _/s/ Kennedy Kerster____________ Signature (Title if Appropriate) 119 Emory St.____ New Westminster, B.C., V3L 1M9 Address 40,000________________________ Number of Shares Held of Record Date: March 30, 2004 Rachel Kerster________________ Print Name _/s/ Rachel Kerster_____________ Signature (Title if Appropriate) 515 West 20th Street, Ste. 5E____ New York, NY 10011 Address 35,000________________________ Number of Shares Held of Record Date: March 30, 2004 Cyrus Keshavarz_______________ Print Name _/s/ Cyrus Keshavarz____________ Signature (Title if Appropriate) 843 Canaveral Cres. SW____ Calgary, Alberta, T2W 1N3 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Agnieszka Kosiorowski_________ Print Name _/s/ Agnieszka Kosiorowski______ Signature (Title if Appropriate) 14 Mt. Kidd Rd. SE____ Calgary, Alberta, T2Z 2Z6 Address 11,000________________________ Number of Shares Held of Record Date: March 30, 2004 Piotr Kosiorowski_____________ Print Name _/s/ Piotr Kosiorowski__________ Signature (Title if Appropriate) 14 Mt. Kidd Rd. SE____ Calgary, Alberta, T2Z 2Z6 Address 11,000________________________ Number of Shares Held of Record Date: March 30, 2004 Victoria Kosiorowski__________ Print Name _/s/ Victoria Kosiorowski_______ Signature (Title if Appropriate) 14 Mt. Kidd Rd. SE____ Calgary, Alberta, T2Z 2Z6 Address 11,000________________________ Number of Shares Held of Record Date: March 30, 2004 Chris Krentz__________________ Print Name _/s/ Chris Krentz_______________ Signature (Title if Appropriate) 503 - 211 14th Ave. SW____ Calgary, Alberta, T2R 0M2 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Dax Larsen_____________________ Print Name _/s/ Dax Larsen_________________ Signature (Title if Appropriate) 254 - 16 Midlake Boulevard Calgary, Alberta, T2X 2X7 Address 80,000________________________ Number of Shares Held of Record Date: March 30, 2004 Donna Larsen c/f Benjamin S. Larsen Print Name _/s/ Donna Larsen_______________ Signature (Title if Appropriate) 156 Mt. Robson Circle____ Calgary, Alberta, T2Z 2Z1 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Donna Larsen c/f Hannah R. Larsen Print Name _/s/ Donna Larsen_______________ Signature (Title if Appropriate) 156 Mt. Robson Circle____ Calgary, Alberta, T2Z 2Z1 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Donna Larsen c/f Sarah M. Larsen Print Name _/s/ Donna Larsen_______________ Signature (Title if Appropriate) 156 Mt. Robson Circle____ Calgary, Alberta, T2Z 2Z1 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Donna Larsen c/f Zachary T. Larsen Print Name _/s/ Donna Larsen_______________ Signature (Title if Appropriate) 156 Mt. Robson Circle____ Calgary, Alberta, T2Z 2Z1 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Falyn Larsen__________________ Print Name _/s/ Falyn Larsen_______________ Signature (Title if Appropriate) 254 - 16 Midlake Boulevard_SE__ Calgary, Alberta, T2X 2X7 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Karen Larsen_________________ Print Name _/s/ Karen Larsen_______________ Signature (Title if Appropriate) 318 N Deer Point Gardens SE____ Calgary, Alberta, T4Y 3X9 Address 50,000________________________ Number of Shares Held of Record Date: March 30, 2004 Karen Larsen c/f Devi L. Larsen Print Name _/s/ Karen Larsen_______________ Signature (Title if Appropriate) 318 N Deer Point Gardens SE____ Calgary, Alberta, T4Y 3X9 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Karen Larsen c/f Kalen L.R. Larsen Print Name _/s/ Karen Larsen_______________ Signature (Title if Appropriate) 318 N Deer Point Gardens SE____ Calgary, Alberta, T4Y 3X9 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Penny Larsen_________________ Print Name _/s/ Penny Larsen_______________ Signature (Title if Appropriate) 17 Reeves Crescent____ Red Deer, Alberta, T4P 2Z4 Address 28,375________________________ Number of Shares Held of Record Date: March 30, 2004 Penny Larsen c/f Aaron T. Larsen Print Name _/s/ Penny Larsen_______________ Signature (Title if Appropriate) 17 Reeves Crescent____ Red Deer, Alberta, T4P 2Z4 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Penny Larsen c/f Sidney A. Larsen Print Name _/s/ Penny Larsen_______________ Signature (Title if Appropriate) 17 Reeves Crescent____ Red Deer, Alberta, T4P 2Z4 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Penny Larsen c/f Liam K. Larsen Print Name _/s/ Penny Larsen________________ Signature (Title if Appropriate) 17 Reeves Crescent____ Red Deer, Alberta, T4P 2Z4 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Randy Larsen__________________ Print Name _/s/ Randy Larsen_______________ Signature (Title if Appropriate) 17 Reeves Crescent____ Red Deer, Alberta, T4P 2Z4 Address 50,000________________________ Number of Shares Held of Record Date: March 30, 2004 Tawni Larsen__________________ Print Name _/s/ Tawni Larsen_______________ Signature (Title if Appropriate) 254 - 16 Midlake Boulevard SE__ Calgary, Alberta, T2X 2X7 Address 12,000________________________ Number of Shares Held of Record Date: March 30, 2004 Todd Larsen__________________ Print Name _/s/ Todd Larsen_________________ Signature (Title if Appropriate) 248 Mt. Selkirk Close SE__ Calgary, Alberta, T2Z 2P7 Address 50,000________________________ Number of Shares Held of Record Date: March 30, 2004 Michael Marriandino__________ Print Name _/s/ Michael Marriandino________ Signature (Title if Appropriate) 1233 West 26th Ave.__ Vancouver, B.C., V6H 2A4 Address 20,000________________________ Number of Shares Held of Record Date: March 30, 2004 Jennifer McMurrah_____________ Print Name _/s/ Jennifer McMurrah__________ Signature (Title if Appropriate) 130 - 26th Ave. SW, Ste.10C__ Calgary, Alberta, T2S 0M1 Address 625________________________ Number of Shares Held of Record Date: March 30, 2004 Logan B. Moore__________________ Print Name _/s/ Logan B. Moore______________ Signature (Title if Appropriate) 75 Midlake Place SE__ Calgary, Alberta, T2X 1J2 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Ryan K.P. Moore_______________ Print Name _/s/ Ryan Moore_________________ Signature (Title if Appropriate) 75 Midlake Place SE__ Calgary, Alberta, T2X 1J2 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Elizbieta Mraovic_____________ Print Name _/s/ Elizbieta Mraovic__________ Signature (Title if Appropriate) 31 Anaheim Crescent NE__ Calgary, Alberta, T1Y 7B8 Address 10,000________________________ Number of Shares Held of Record Date: March 30, 2004 Ljuvan Mraovic_____________ Print Name _/s/ Ljuvan Mraovic_____________ Signature (Title if Appropriate) 31 Anaheim Crescent NE__ Calgary, Alberta, T1Y 7B8 Address 10,000________________________ Number of Shares Held of Record Date: March 30, 2004 Ronald Nittritz_______________ Print Name _/s/ Ronald Nittritz____________ Signature (Title if Appropriate) 8926 Sheherd Way__ Delta, B.C. Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Lukasz Ogien_____________ Print Name _/s/ Lukasz Ogien_______________ Signature (Title if Appropriate) 31 Anaheim Crescent NE__ Calgary, Alberta, T1Y 7B8 Address 10,000________________________ Number of Shares Held of Record Date: March 30, 2004 Patrick Ouaimy_____________ Print Name _/s/ Patrick Ouaimy_____________ Signature (Title if Appropriate) 6038 Pineglade Crescent__ Orleans, Ontario, K1W 1G8 Address 12,000________________________ Number of Shares Held of Record Date: March 30, 2004 Gilbert Oudaimy_____________ Print Name _/s/ Gilbert Oudaimy____________ Signature (Title if Appropriate) 1402 - 7241 Cambie St.__ Vancouver, B.C., V6P 3H3 Address 10,000________________________ Number of Shares Held of Record Date: March 30, 2004 Michael Patterson_____________ Print Name _/s/ Michael Patterson__________ Signature (Title if Appropriate) 608 Bosworth St.__ Coquitlam, B.C. Address 35,000________________________ Number of Shares Held of Record Date: March 30, 2004 Jim Pilling_________________ Print Name _/s/ Jim Pilling________________ Signature (Title if Appropriate) 454 - 22 Ave. NW__ Calgary, Alberta, T2M 1N4 Address 6,000________________________ Number of Shares Held of Record Date: March 30, 2004 Richard Saad_____________ Print Name _/s/ Richard Saad_______________ Signature (Title if Appropriate) 2775 Fir Street, Ste. 3E__ Vancouver, B.C., V7V 2K6 Address 40,000________________________ Number of Shares Held of Record Date: March 30, 2004 Phil Salgado________________ Print Name _/s/ Phil Salgado_______________ Signature (Title if Appropriate) 35 River Drive South__ Bragg Creek, Alberta, T0L 0K0 Address 6,000________________________ Number of Shares Held of Record Date: March 30, 2004 Sandringham Investments Ltd.__ Print Name _/s/ Lawson Kerster, President__ Signature (Title if Appropriate) 3215 Mathers Ave.__ W. Vancouver, B.C., V7V 2K6 Address 40,000________________________ Number of Shares Held of Record Date: March 30, 2004 Anthony Santorelli_____________ Print Name _/s/ Anthony Santorelli_________ Signature (Title if Appropriate) P.O. Box 4484 Station C__ Calgary, Alberta, T2T 5N3 Address 5,000________________________ Number of Shares Held of Record Date: March 30, 2004 Kyle Schlosser_______________ Print Name _/s/ Kyle Schlosser_____________ Signature (Title if Appropriate) P.O. Box 32006__ Calgary, Alberta, T2T 5X6 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Ken L. Schmidt_______________ Print Name _/s/ Ken Schmidt________________ Signature (Title if Appropriate) 88 Bedford Dr. NE__ Calgary, Alberta, T3K 1L4 Address 5,000________________________ Number of Shares Held of Record Date: March 30, 2004 Jill Sharp__________________ Print Name _/s/ Jill Sharp_________________ Signature (Title if Appropriate) 13214 Ketch Ct.__ Coquitlam, B.C., V3K 6W1 Address 20,000________________________ Number of Shares Held of Record Date: March 30, 2004 Kyle Soyland________________ Print Name _/s/ Kyle Soyland_______________ Signature (Title if Appropriate) 78 Valley Ponds Crescent NW__ Calgary, Alberta, T3B 5T6 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Christiane Srour______________ Print Name _/s/ Christiane Srour___________ Signature (Title if Appropriate) 1402 - 7241 Cambie St.__ Vancouver, B.C., V6P 3H3 Address 10,000________________________ Number of Shares Held of Record Date: March 30, 2004 Dana Upton__________________ Print Name _/s/ Dana Upton_________________ Signature (Title if Appropriate) 316 3rd Ave.__ New Westminster, B.C., V3L 1M4 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Bensemma Enterprises Ltd.______ Print Name _/s/ Brent Jardine, President___ Signature (Title if Appropriate) One New York Plaza__ New York, NY 10292 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Inge Wallace_______________ Print Name _/s/ Inge Wallace_______________ Signature (Title if Appropriate) 404 Scott Point Dr.____ Salt Spring Island, B.C., V6K 2R2 Address 20,000________________________ Number of Shares Held of Record Date: March 30, 2004 Kevin Winkler_______________ Print Name _/s/ Kevin Winkler______________ Signature (Title if Appropriate) 315 Midridge Rd. SE__ Calgary, Alberta, T2X 1E1 Address 50,000________________________ Number of Shares Held of Record Date: March 30, 2004 Kevin Winkler c/f Jewell M. Winkler Print Name _/s/ Kevin Winkler______________ Signature (Title if Appropriate) 315 Midridge Rd. SE__ Calgary, Alberta, T2X 1E1 Address 25,000________________________ Number of Shares Held of Record Date: March 30, 2004 Tanja Winkler_______________ Print Name _/s/ Tanja Winkler______________ Signature (Title if Appropriate) 315 Midlake Place SE__ Calgary, Alberta, T2X 1J2 Address 145,000________________________ Number of Shares Held of Record Date: March 30, 2004 Helen Yuck__________________ Print Name _/s/ Helen Yuck_________________ Signature (Title if Appropriate) 1200 - 640 8th Ave. SW__ Calgary, Alberta, T2P 1G7 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Terry Yuck__________________ Print Name _/s/ Terry Yuck_________________ Signature (Title if Appropriate) 1200 - 640 8th Ave. SW__ Calgary, Alberta, T2P 1G7 Address 8,000________________________ Number of Shares Held of Record Date: March 30, 2004 Vicki Korzenowski_____________ Print Name _/s/ Vicki Korzenowski__________ Signature (Title if Appropriate) 800 Crawford Rd.__ Kelowna, B.C., V1W 4N3 Address 30,770________________________ Number of Shares Held of Record Date: March 30, 2004 TXL Investments Limited________ Print Name _/s/ Eugene Toffolo, President__ Signature (Title if Appropriate) #803 - 1166 West 11th Ave.__ Vancouver, B.C., V6H 1K3 Address 15,385________________________ Number of Shares Held of Record EXHIBIT B CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF ANTON DIST. INC. "I, the undersigned Kenneth Larsen, President of Anton Dist. Inc.(the "Corporation"), do hereby certify that the Board of Directors of said Corporation at a meeting duly convened held on the 30th day of March, 2004, adopted a resolution to amend the original articles as follows: FIRST: The name of the corporation is Anton Dist. Inc. SECOND: The Articles of Incorporation, as currently in effect and as heretofore amended and restated, are hereby amended as follows: (a) Article One of the Articles of Incorporation is hereby amended to read in its entirety as follows: "ARTICLE ONE. (NAME) The name of the corporation is: ANDRESMIN GOLD CORPORATION" (b) Article Four of the Articles of Incorporation is hereby amended to read in its entirety as follows: "ARTICLE FOUR. (Capital Stock) The corporation shall have authority to issue an aggregate of ONE HUNDRED AND TEN MILLION (110,000,000) shares of stock, par value ONE MILL ($0.001) per share divided into two (2) classes of stock as follows for a total capitalization of ONE HUNDRED AND TEN THOUSAND DOLLARS ($110,000). (A) NON-ASSESSABLE COMMON STOCK: ONE HUNDRED MILLION (100,000,000) shares of Common Stock, Par Value ONE MILL ($0.001) per share, and (B) PREFERRED STOCK: TEN MILLION (10,000,000) shares of Preferred Stock, Par Value ONE MILL ($0.001) per share. All capital stock when issued shall be fully paid and non-assessable. No holder of shares of capital stock of the corporation shall be entitled as such to any pre-emptive or preferential rights to subscribe to any unissued stock, or any other securities, which the corporation may now or hereafter be authorized to issue. The corporation's capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided that the consideration so fixed is not less than par value. Holders of the corporation's Common Stock shall not possess cumulative voting rights at any shareholders meetings called for the purpose of electing a Board of Directors or on other matters brought before stockholders meetings, whether they be annual or special." THIRD: The purpose of the amendment to Article Four is to give effect to a 1:13 forward stock split of the Corporation's Common Stock (the "Forward Stock Split") while maintaining the authorized capital of the Corporation as in effect prior to the effectiveness of the Forward Stock Split. FOURTH: The number of shares of the Company issued and outstanding and entitled to vote on amendments to the Articles of Incorporation is Three Million Six Hundred Thirty Four Thousand One Hundred Fifty Five (3,634,155) common $0.001 par value stock, that the said changes and amendments have been consented to and approved by a vote of all of the stockholders holding all of the class of stock outstanding and entitled to vote thereon. IN WITNESS WHEREOF, Anton Dist. Inc. has caused these presents to be signed in its name and on its behalf by Kenneth Larsen, its President on this 7th day of April, 2004, and its President acknowledges that this Certificate of Amendment is the act and deed of Anton Dist. Inc., and, under the penalties of perjury, that the matters and facts set forth herein with respect to authorization and approval are true in all material respects to the best of his knowledge, information and belief. ANTON DIST. INC. By:__________________________ Kenneth Larsen, President" EXHIBIT C ANTON DIST. INC. STOCK OPTION PLAN ANTON DIST. INC. STOCK OPTION PLAN This stock option plan (the "Plan") is adopted in consideration of services rendered and to be rendered by key personnel to Anton Dist. Inc., its subsidiaries and affiliates. 1. Definitions. The terms used in this Plan shall, unless otherwise indicated or required by the particular context, have the following meanings: Board: The Board of Directors of Anton Dist. Inc. Common Stock: The U.S. $0.001 par value common stock of Anton Dist. Inc. Company: Anton Dist. Inc., a company incorporated under the laws of the State of Montana, and any successors in interest by merger, operation of law, assignment or purchase of all or substantially all of the property, assets or business of the Company. Date of Grant: The date on which an Option (see hereinbelow) is granted under the Plan. Fair Market Value: The Fair Market Value of the Option Shares. Such Fair Market Value as of any date shall be reasonably determined by the Board; provided, however, that if there is a public market for the Common Stock, the Fair Market Value of the Option Shares as of any date shall not be less than the closing price for the Common Stock on the last trading day preceding the date of grant; provided, further, that if the Company's shares are not listed on any exchange the Fair Market Value of such shares shall not be less than the average of the means between the bid and asked prices quoted on each such date by any two independent persons or entities making a market for the Common Stock, such persons or entities to be selected by the Board. Fair Market Value shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse. Incentive Stock Option: An Option as described in Section 9 hereinbelow intended to qualify under section 422 of the United States Internal Revenue Code of 1986, as amended. Key Person: A person designated by the Board upon whose judgment, initiative and efforts the Company or a Related Company may rely, who shall include any Director, Officer, employee or consultant of the Company. A Key Person may include a corporation that is wholly-owned and controlled by a Key Person who is eligible for an Option grant, but in no other case may the Company grant an option to a legal entity other than an individual. Option: The rights granted to a Key Person to purchase Common Stock pursuant to the terms and conditions of an Option Agreement (see hereinbelow). Option Agreement: The written agreement (and any amendment or supplement thereto) between the Company and a Key Person designating the terms and conditions of an Option. Option Shares: The shares of Common Stock underlying an Option granted to a Key Person. Optionee: A Key Person who has been granted an Option. Related Company: Any subsidiary or affiliate of the Company or of any subsidiary of the Company. The determination of whether a corporation is a Related Company shall be made without regard to whether the entity or the relationship between the entity and the Company now exists or comes into existence hereafter. 2. Purpose and scope. (a) The purpose of the Plan is to advance the interests of the Company and its stockholders by affording Key Persons, upon whose judgment, initiative and efforts the Company may rely for the successful conduct of their businesses an opportunity for investment in the Company and the incentive advantages inherent in stock ownership in the Company. (b) This Plan authorizes the Board to grant Options to purchase shares of Common Stock to Key Persons selected by the Board while considering criteria such as employment position or other relationship with the Company, duties and responsibilities, ability, productivity, length of service or association, morale, interest in the Company, recommendations by supervisors and other matters. 3. Administration of the Plan. The Plan shall be administered by the Board. The Board shall have the authority granted to it under this section and under each other section of the Plan. In accordance with and subject to the provisions of the Plan, the Board is hereby authorized to provide for the granting, vesting, exercise and method of exercise of any Options all on such terms (which may vary between Options and Optionees granted from time to time) as the Board shall determine. In addition, and without limiting the generality of the foregoing, the Board shall select the Optionees and shall determine: (i) the number of shares of Common Stock to be subject to each Option, however, in no event may the maximum number of shares reserved for any one individual exceed 10% of the issued and outstanding share capital of the Company; (ii) the time at which each Option is to be granted; (iii) the purchase price for the Option Shares; (iv) the Option period; and (v) the manner in which the Option becomes exercisable or terminated. In addition, the Board shall fix such other terms of each Option as it may deem necessary or desirable. The Board may determine the form of Option Agreement to evidence each Option. The Board from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company subject to the rules and policies of any exchange or over-the-counter market which is applicable to the Company. The Board may from time to time make such changes in and additions to the Plan as it may deem proper, subject to the prior approval of any exchange or over-the-counter market which is applicable to the Company, and in the best interests of the Company; provided, however, that no such change or addition shall impair any Option previously granted under the Plan. If the shares are not listed on any exchange, then such approval is not necessary. Each determination, interpretation or other action made or taken by the Board shall be final, conclusive and binding on all persons, including without limitation, the Company, the stockholders, directors, officers and employees of the Company and the Related Companies, and the Optionees and their respective successors in interest. 4. The Common Stock. Save and except as may be determined by the Board at a duly constituted meeting of the Board as set forth hereinbelow, the Board is presently authorized to appropriate, grant Options, issue and sell for the purposes of the Plan, a total number of shares of the Company's Common Stock not to exceed 700,000 prior to the Forward Stock Split (9,100,000 post Forward Stock Split), or the number and kind of shares of Common Stock or other securities which in accordance with Section 10 shall be substituted for the shares or into which such shares shall be adjusted. Save and except as may otherwise be determined by the disinterested approval of the shareholders of the Company at any duly called meeting of the shareholders of the Company, at any duly constituted Board meeting the Board may determine that the total number of shares of the Company's Common Stock which may be reserved for issuance for Options granted and to be granted under this Plan, from time to time, may be to the maximum extent of up to 20% of the Company's issued and outstanding Common Stock as at the date of any such meeting of the Board. In this regard, and subject to the prior disinterested approval of the shareholders of the Company at any duly called meeting of the shareholders of the Company, the total number of shares of the Company's Common Stock which may be reserved for issuance for Options granted and to be granted under this Plan, from time to time, may be increased to greater than 20% of the Company's issued and outstanding Common Stock as at the date of notice of any such meeting of the shareholders of the Company whereat such disinterested shareholders' approval is sought and obtained by the Company. All or any unissued shares subject to an Option that for any reason expires or otherwise terminates may again be made subject to Options under the Plan. 5. Eligibility. Options will be granted only to Key Persons. Key Persons may hold more than one Option under the Plan and may hold Options under the Plan and options granted pursuant to other plans or otherwise. 6. Option Price and number of Option Shares. The Board shall, at the time an Option is granted under this Plan, fix and determine the exercise price at which Option Shares may be acquired upon the exercise of such Option; provided, however, that any such exercise price shall not be less than that, from time to time, permitted under the rules and policies of any exchange or over-the-counter market which is applicable to the Company. The number of Option Shares that may be acquired under an Option granted to an Optionee under this Plan shall be determined by the Board as at the time the Option is granted; provided, however, that the aggregate number of Option Shares reserved for issuance to any one Optionee under this Plan, or any other plan of the Company, shall not exceed 10% of the total number of issued and outstanding Common Stock of the Company. 7. Duration, vesting and exercise of Options. (a) The option period shall commence on the Date of Grant and shall be up to 10 years in length subject to the limitations in this Section 7 and the Option Agreement. (b) During the lifetime of the Optionee the Option shall be exercisable only by the Optionee. Subject to the limitations in paragraph (a) hereinabove, any Option held by an Optionee at the time of his death may be exercised by his estate within one year of his death or such longer period as the Board may determine. (c) The Board may determine whether an Option shall be exercisable at any time during the option period as provided in paragraph (a) of this Section 7 or whether the Option shall be exercisable in installments or by vesting only. If the Board determines the latter it shall determine the number of installments or vesting provisions and the percentage of the Option exercisable at each installment or vesting date. In addition, all such installments or vesting shall be cumulative. In this regard the Company will be subject, at all times, to any rules and policies of any exchange or over-the-counter market which is applicable to the Company and respecting any such required installment or vesting provisions for certain or all Optionees. (d) In the case of an Optionee who is a director or officer of the Company or a Related Company, if, for any reason (other than death or removal by the Company or a Related Company), the Optionee ceases to serve in that position for either the Company or a Related Company, any option held by the Optionee at the time such position ceases or terminates may, at the sole discretion of the Board, be exercised within up to 90 calendar days after the effective date that his position ceases or terminates (subject to the limitations at paragraph (a) hereinabove), but only to the extent that the option was exercisable according to its terms on the date the Optionee's position ceased or terminated. After such 90-day period any unexercised portion of an Option shall expire. (e) In the case of an Optionee who is an employee or consultant of the Company or a Related Company, if, for any reason (other than death or termination for cause by the Company or a Related Company), the Optionee ceases to be employed by either the Company or a Related Company, any option held by the Optionee at the time his employment ceases or terminates may, at the sole discretion of the Board, be exercised within up to 60 calendar days (or up to 30 calendar days where the Optionee provided only investor relations services to the Company or a Related Company) after the effective date that his employment ceased or terminated (that being up to 60 calendar days (or up to 30 calendar days) from the date that, having previously provided to or received from the Company a notice of such cessation or termination, as the case may be, the cessation or termination becomes effective; and subject to the limitations at paragraph (a) hereinabove), but only to the extent that the option was exercisable according to its terms on the date the Optionee's employment ceased or terminated. After such 60-day (or 30-day) period any unexercised portion of an Option shall expire. (f) In the case of an Optionee who is an employee or consultant of the Company or a Related Company, if the Optionee's employment by the Company or a Related Company ceases due to the Company's termination of such Optionee's employment for cause, any unexercised portion of any Option held by the Optionee shall immediately expire. For this purpose "cause" shall mean conviction of a felony or continued failure, after notice, by the Optionee to perform fully and adequately the Optionee's duties. (g) Neither the selection of any Key Person as an Optionee nor the granting of an Option to any Optionee under this Plan shall confer upon the Optionee any right to continue as a director, officer, employee or consultant of the Company or a Related Company, as the case may be, or be construed as a guarantee that the Optionee will continue as a director, officer, employee or consultant of the Company or a Related Company, as the case may be. (h) Each Option shall be exercised in whole or in part by delivering to the office of the Treasurer of the Company written notice of the number of shares with respect to which the Option is to be exercised and by paying in full the purchase price for the Option Shares purchased as set forth in Section 8. 8. Payment for Option Shares. In the case of all Option exercises, the purchase price shall be paid in cash or certified funds upon exercise of the Option. 9. Incentive stock Options. (a) The Board may, from time to time, and subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant to any Key Person who is an employee eligible to receive Options one or more Incentive Stock Options to purchase the number of shares of Common Stock allotted by the Board. (b) The Option price per share of Common Stock deliverable upon the exercise of an Incentive Stock Option shall be no less than the Fair Market Value of a share of Common Stock on the Date of Grant of the Incentive Stock Option. (c) The Option term of each Incentive Stock Option shall be determined by the Board and shall be set forth in the Option Agreement, provided that the Option term shall commence no sooner than from the Date of Grant and shall terminate no later than 10 years from the Date of Grant and shall be subject to possible early termination as set forth in Section 7 hereinabove. 10. Changes in Common Stock, adjustments, etc. In the event that each of the outstanding shares of Common Stock (other than shares held by dissenting stockholders which are not changed or exchanged) should be changed into, or exchanged for, a different number or kind of shares of stock or other securities of the Company, or, if further changes or exchanges of any stock or other securities into which the Common Stock shall have been changed, or for which it shall have been exchanged, shall be made (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividends, reclassification, split-up, combination of shares or otherwise), then there shall be substituted for each share of Common Stock that is subject to the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock (other than shares held by dissenting stockholders which are not changed or exchanged) shall be so changed or for which each outstanding share of Common Stock (other than shares held by dissenting stockholders) shall be so changed or for which each such share shall be exchanged. Any securities so substituted shall be subject to similar successive adjustments. In the event of any such changes or exchanges, the Board shall determine whether, in order to prevent dilution or enlargement of rights, an adjustment should be made in the number, kind, or option price of the shares or other securities then subject to an Option or Options granted pursuant to the Plan and the Board shall make any such adjustment, and such adjustments shall be made and shall be effective and binding for all purposes of the Plan. 11. Relationship of employment. Nothing contained in the Plan, or in any Option granted pursuant to the Plan, shall confer upon any Optionee any right with respect to employment by the Company, or interfere in any way with the right of the Company to terminate the Optionee's employment or services at any time. 12. Non-transferability of Option. No Option granted under the Plan shall be transferable by the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution, and any attempt to do so shall be null and void. 13. Rights as a stockholder. No person shall have any rights as a stockholder with respect to any share covered by an Option until that person shall become the holder of record of such share and, except as provided in Section 10, no adjustments shall be made for dividends or other distributions or other rights as to which there is an earlier record date. 14. Securities laws requirements. No Option Shares shall be issued unless and until, in the opinion of the Company, any applicable registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Act"), any applicable listing requirements of any securities exchange on which stock of the same class is then listed, and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery, have been fully complied with. Each Option and each Option Share certificate may be imprinted with legends reflecting federal and state securities laws restrictions and conditions, and the Company may comply therewith and issue "stop transfer" instructions to its transfer agent and registrar in good faith without liability. In addition, the Company may not, except as otherwise directed by counsel to the Company, register any Option Shares for resale under the U.S. Act or under any other applicable securities legislation when the registration of any such Option Shares may be contrary or inconsistent with the intent of any provisions, rules or policies promulgated under the U.S. Act or any other securities legislation applicable to any such Option Shares. 15. Disposition of Option Shares. Each Optionee, as a condition of exercise, shall represent, warrant and agree, in a form of written certificate approved by the Company, as follows: (i) that all Option Shares are being acquired solely for his own account and not on behalf of any other person or entity; (ii) that no Option Shares will be sold or otherwise distributed in violation of the U.S. Act or any other applicable federal or state securities laws; (iii) that if he is subject to reporting requirements under Section 16(a) of the United States Securities Exchange Act of 1934, as amended, he will (a) furnish the Company with a copy of each Form 4 filed by him and (b) timely file all reports required under the federal securities laws; and (iv) that he will report all sales of Option Shares to the Company in writing on a form prescribed by the Company. 16. Effective date of Plan; termination date of Plan. The Plan shall be deemed effective as of March 30, 2004. The Plan shall terminate at midnight on March 30, 2024 except as to Options previously granted and outstanding under the Plan at the time. No Options shall be granted after the date on which the Plan terminates. The Plan may be abandoned or terminated at any earlier time by the Board, except with respect to any Options then outstanding under the Plan. 17. Other provisions. The following provisions are also in effect under the Plan: (a) the use of a masculine gender in the Plan shall also include within its meaning the feminine, and the singular may include the plural, and the plural may include the singular, unless the context clearly indicates to the contrary; (b) any expenses of administering the Plan shall be borne by the Company; (c) this Plan shall be construed to be in addition to any and all other compensation plans or programs. The adoption of the Plan by the Board shall not be construed as creating any limitations on the power or authority of the Board to adopt such other additional incentive or other compensation arrangements as the Board may deem necessary or desirable; and (d) the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and the rights of any and all personnel having or claiming to have an interest therein or thereunder shall be governed by and determined exclusively and solely in accordance with the laws of Antigua. This Plan is dated and made effective on this 30th day of March, 2004. BY ORDER OF THE BOARD OF DIRECTORS OF ANTON DIST. INC. Per: /s/ Ken Larsen Ken Larsen President, CEO and a Director __________