LEHMAN TRIKES, INC. 125 Industrial Drive Spearfish, SD 57783
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LEHMAN TRIKES, INC. 125 Industrial Drive Spearfish, SD 57783 NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS OF LEHMAN TRIKES, INC. NOTICE IS HEREBY GIVEN that an Annual and Special General Meeting of the Shareholders of Lehman Trikes, Inc. (the “Corporation”) will be held at the Executive Royal Inn West Edmonton, 10010 – 178 Street, Edmonton, Alberta, on Wednesday, July 17, 2009, at the hour of 10:00 a.m. (local time), for the following purposes: (1) To receive the audited financial statements of the Corporation for the fiscal year ended November 30, 2008. (2) To elect directors for the ensuing year. (3) To appoint auditors for the Corporation and to authorize the directors to fix the remuneration of the auditors. (4) To consider and, if deemed advisable, pass a resolution to approve the Corporation’s Stock Option Plan and the granting of options thereunder, as more particularly described in the attached Information Circular. (5) To transact such other business as may properly come before the Meeting. SHAREHOLDERS OF THE CORPORATION WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO DATE AND SIGN THE ACCOMPANYING INSTRUMENT OF PROXY AND TO MAIL IT TO OR DEPOSIT IT WITH THE CORPORATION’S TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES INC. PROXY DEPARTMENT, 100 UNIVERSITY AVENUE, 9th FLOOR, TORONTO, ONTARIO, M5J 2Y1. IN ORDER TO BE VALID AND ACTED UPON AT THE MEETING, INSTRUMENTS OF PROXY MUST BE RETURNED TO THE AFORESAID ADDRESS NOT LESS THAN 48 HOURS BEFORE THE TIME SET FOR THE HOLDING OF THE MEETING OR ANY ADJOURNMENT THEREOF. The Corporation has set June 11, 2009 as the record date for the Meeting. Only shareholders of the Corporation of record as at that date are entitled to receive notice of and to vote at the meeting unless after that date a shareholder of record transfers his shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he owns such shares, requests at least ten (10) days prior to the meeting that the transferee’s name be included in the List of Shareholders entitled to vote, in which case such transferee is entitled to vote such shares at the meeting. DATED at Spearfish, South Dakota, this 11th day of June, 2009. BY ORDER OF THE BOARD Per: (signed) “Daniel W. Patterson” DANIEL W. PATTERSON President LEHMAN TRIKES, INC. INFORMATION CIRCULAR NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, JULY 17, 2009 PURPOSE OF SOLICITATION This Information Circular is furnished in connection with the solicitation of proxies by the Management of Lehman Trikes, Inc. (the “Corporation” or “Lehman”) for use at the Annual and Special General Meeting of the Shareholders of the Corporation (the “Meeting”) to be held at the Executive Royal Inn West Edmonton, 10010 – 178 Street, Edmonton, Alberta, on Friday, July 17, 2009 at the hour of 10:00 a.m. (local time), and at any adjournments thereof for the purposes set forth in the accompanying Notice of Annual and Special General Meeting of Shareholders. The solicitation of proxies is made on behalf of the Management of the Corporation. The costs incurred in the preparation and mailing of the Instrument of Proxy, Notice of Annual and Special General Meeting and this Information Circular will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews and telephone attendances by directors, officers and employees of the Corporation, who will not be remunerated therefor. APPOINTMENT AND REVOCATION OF PROXIES The persons named in the accompanying Instrument of Proxy are the directors of the Corporation. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE INSTRUMENT OF PROXY OR BY COMPLETING ANOTHER INSTRUMENT OF PROXY. A proxy will not be valid unless the completed Instrument of Proxy is deposited with the Computershare Trust Company, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours before the time fixed for the Meeting, in default of which the Instrument of Proxy shall not be treated as valid. A shareholder who has given a proxy may revoke it by an instrument in writing deposited with Computershare Trust Company at 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, Attention: Services Division, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned, any reconvening thereof, or with the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof, or in any other manner provided by law. Where a proxy has been revoked, the shareholder may personally attend at the Meeting and vote his shares as if no proxy had been given. ADVICE TO BENEFICIAL SHAREHOLDERS Shareholders who do not hold their shares in their own name (referred to as “Beneficial Shareholders”) are advised that only proxies from shareholders of record (being shareholders that do hold their shares registered in their own name) can be recognized and voted at the Meeting. The shares of Beneficial Shareholders will be held in the name of an intermediary (usually a brokerage firm). Each intermediary has its own procedure for sending material to Beneficial Shareholders and for such Beneficial Shareholders to provide instructions to the intermediaries to vote their shares. Beneficial Shareholders should carefully follow the instructions provided to them by the intermediary that is holding their shares. In addition, Beneficial Shareholders attending the Meeting will not be recognized as shareholders or entitled to vote at the Meeting unless they have been appointed as a proxy holder by the intermediary that is holding their shares. The intermediary’s instructions will advise how to effect that appointment. All 2 references to shareholders in this Information Circular and the accompanying Instrument of Proxy are to shareholders of record, unless specifically stated otherwise. VOTING OF PROXIES All shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the shares represented by the proxy will be voted or withheld from voting in accordance with such specification. In the absence of any such specifications, the management designees, if named as proxy, will vote in favour of all the matters set out thereon. The accompanying Instrument of Proxy confers discretionary authority upon the management designees or other persons named as proxy with respect to amendments to or variations of matters identified in the Notice of Annual and Special Meeting of Shareholders and any other matters, which may properly come before the Meeting. At the time of printing of this Information Circular, the management of the Corporation knows of no such amendment, variation or other matter. RECORD DATE The Corporation has set June 11, 2009 as the record date for the Meeting. Only shareholders of the Corporation of record as at that date are entitled to receive notice of and to vote at the Meeting unless after that date a shareholder of record transfers his shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he owns such shares, requests at least ten (10) days prior to the Meeting that the transferee's name be included in the List of Shareholders entitled to vote, in which case such transferee is entitled to vote such shares at the Meeting. VOTING SHARES AND PRINCIPAL HOLDERS THEREOF The registered holders of Common Shares of record at the time of the Meeting are entitled to vote such shares at the Meeting on the basis of one vote for each Common Share held, the Common Shares being the only class of shares with shares outstanding entitled to vote at the Annual and Special General Meeting of Shareholders. As at June 11, 2009, of the Corporation's authorized unlimited number of Common Shares, 34,359,065 shares are issued and outstanding as fully paid and non-assessable. To the knowledge of the directors and senior officers of the Corporation, there are no shareholders beneficially owning, directly or indirectly, equity shares carrying more than 10% of the voting rights of the outstanding equity shares of the Corporation. As of the 11th day of June, 2009, the directors and senior officers as a group owned beneficially, directly and indirectly, but without consideration of stock options, 11,709,745 Common Shares of the Corporation representing approximately 34.1% of the presently issued and outstanding Common Shares of the Corporation. INDEBTEDNESS OF DIRECTORS AND OFFICERS The following table sets out, as at June 11, 2008, the aggregate indebtedness, other than routine indebtedness, of all executive officers, directors, employees and former executive officers, directors and employees and its subsidiaries either to the Corporation or its subsidiaries, or to another entity where such indebtedness is a subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries. 3 AGGREGATE INDEBTEDNESS ($) Purpose To the Corporation or its subsidiaries To Another Entity Share Purchases Nil Nil Other Nil Nil The following table sets out information respecting indebtedness of each director or executive officer of the Corporation that is included in the totals set out in the preceding table. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS Name and Involvement Largest Amount Amount Financially Security for Amount Principal of Company Outstanding Outstanding Assisted Indebtedness Forgiven Position or During the Year as at June Securities During Subsidiary Ended 11, 2008 Purchases the Year November 30, During the Year Ended 2008 Ended November November 30, 30, 2008 2008 (a) (b) (c) (d) (e) (f) (g) Securities Purchase Programs Nil N/A Nil Nil Nil N/A Nil Other Programs Nil N/A Nil Nil Nil N/A Nil ELECTION OF DIRECTORS It is proposed that the following persons will be nominated at the Meeting. IT IS THE INTENTION OF THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, TO VOTE FOR THE ELECTION OF THE PERSON ON THE SLATE NOMINATED AT THE MEETING AS OUTLINED BELOW. Each director elected will hold office until the next annual meeting, or until his successor is duly elected or appointed, unless his office be earlier vacated in accordance with the Business Corporations Act (Alberta). The following information relating to the possible nominees as directors is based partly on the Corporation's records and partly on information received by the Corporation from the said nominees and sets forth the name and address of each of the persons that may be nominated for election as a director, his principal occupation at present and for the previous five years, all other positions and offices in the Corporation held by him, the year in which he was first elected a director, and the approximate number of shares, if any, of the Corporation that he has advised the Corporation are beneficially owned by him, directly or indirectly. Name And Office Held Common Shares Present Occupation And Positions Municipality Of Beneficially Held Held During The Last Five Years Residence Daniel Patterson Director, President, 3,049,079(1) Past principal of Performance Spearfish, South Chief Executive Products Unlimited. Retired former Dakota Officer President and Corporate Officer of (director since Lockheed-Martin Inc. 2004) C.L. (Les) Brown Director and 937,955 Chartered Accountant and Hinton, Alberta Chairman Independent Businessman; practising (director since accountant with C.L. (Les) Brown 4 2002) C.A. Mr. Brown is also a director of various private companies. Larry Strilchuk Director 2,270,073 Past President and CEO of Lehman Clyde, Alberta (director since Trikes Inc. 1993) John Lehman Director 2,614,223 Founder of Lehman Trikes Inc. Westlock, Alberta (director since 1993) Jim Wild Director 2,720,033 President, Harley-Davidson of Calgary, Alberta (director since Southern Alberta Inc., Principal of 2002) Pegasus Capital (2003) Limited Partnership and other private companies. Marc S. Rose Director (director 118,382 Retired Director of Special Programs, Taylor, South since April, 2007) Lockheed Martin. Specialist in Carolina Supply Chain Management and Material Acquisition. (1) Includes shares held indirectly through Daniel Patterson Living Trust. The Corporation is required to have an audit committee, which consists of Marc Rose, Les Brown and Jim Wild. The Corporation does not have an executive committee. AUDIT COMMITTEE The Corporation has an audit committee, which is comprised of Marc Rose, Les Brown and Jim Wild. Marc Rose and Jim Wild are considered to be independent. All of the members of the audit committee are considered to be “financially literate” as defined in Multilateral Instrument 52-110. The following outlines the education and experience of the members of the audit committee relevant to the determination of their financial literacy: Marc Rose has effectively managed numerous teams of employees covering all areas of procurement and purchasing to efficiently merge with areas of production and customer delivery. Mr. Rose has earned the designation of Certified Purchasing Manager (CPM) by the National Association for Purchasing Management, as well as Certified Production Inventory Manager (CPIM) by The Association for Operations Management, and is a member of the Institute for Supply Management. Mr. Rose holds both a Bachelor of Science Degree (BS) in Industrial Management and a Master of Business Administration (MBA) in Business Administration from Cal State Polytechnic University-Pomona, Pomona, California and has earned a Juris Doctorate (JD) degree in Law from Southwestern University of Law, Los Angeles, California. C.L. (Les) Brown holds a business and commerce degree and a Masters in Business Administration from the Richard Ivey School of Business, University of Western Ontario. Mr. Brown holds the designation of chartered accountant from the Canadian Institute of Chartered Accountants (Alberta). He has a number of years of experience practicing as a chartered accountant, marketing of heavy construction equipment involving direct sales, setting up dealerships, market management and strategic marketing planning along with operating a number of private business ventures. Mr. Brown is currently involved in real estate development and the development of aggregate resources. Jim Wild specializes in business solutions, strategic planning, management consulting, and private equity investments and is extensively involved in the North American “power sports” industry. Mr. Wild has worked as an advisor for strategic planning and operations restructuring. Mr. Wild holds a Bachelor of 5 Science Degree in Civil Engineering (B.S.) from the University of Alberta in Edmonton, Canada, a Masters in Business Administration (MBA) specializing in strategic planning in global markets from the University of Sydney in Sydney, Australia and is a marketing graduate of the Wissenschaftliche Hochschule für Unternehmensführung (WHU) in Koblenz, Germany The Audit committee has adopted a charter for its audit committee, a copy of which is attached as a Schedule to this Information Circular. As a “Venture Issuer” the Corporation is relying upon Section 6.1 of Multilateral Instrument 52-110 to exempt it from the requirements of that Instrument respecting the composition of its audit committee and the reporting obligations under that Instrument. Audit Fees The following table sets out the fees paid to the Corporation’s auditors for the years ended November 30, 2007 and November 30, 2008: Audit Fees Audit Related Fees Tax Fees All other Fees 2008 $85,000 Nil $3,000 Nil 2007 $79,500 Nil $3,000 Nil EXECUTIVE COMPENSATION The following table sets forth information concerning the total compensation paid by the Corporation and its subsidiaries to the Corporation's Named Executive Officers (or NEOs) (being the Chief Executive Officer, Chief Financial Officer and the next three highest paid executive officers whose remuneration exceeded $150,000 in any year) for the financial years ended November 30, 2006, November 30, 2007, and November 30, 2008. The Corporation had no other executive officers whose total remuneration exceeded $150,000 in any year. Aspects of this compensation are dealt with in the following table: Long- Annual Compensation Term Compen- sation Name and Salary ($) Bonus Other Number All Other Principal ($)(10) Annual of Compensation (3)(6) Position Compen- Securities sation Under ($)(2),(4) Option Year Ended $88,500 NIL $24,271 NIL $1,430 November 30, 2006 Year Ended $83,750 NIL $2,715 NIL NIL Larry Strilchuk, November President, 30, 2007 former Chief Executive Year Ended $ 52,500 NIL $ 1,520 NIL NIL Officer(8) November 30, 2008 6 C.L.(Les) Year Ended NIL NIL NIL NIL $69,970 Brown November Chief Financial 30, 2006 Officer (5) (6) Tim Kling Year Ended $ 76,128 NIL $US 6,237 NIL NIL Chief Financial November Officer(7)(9) 30, 2006 Year Ended $96,270 $13,266 $US 7,032 NIL NIL November 30, 2007 Year Ended $125,907 NIL $US 6,816 NIL NIL November 30, 2008 Daniel W. Year Ended $238,248 NIL $US NIL NIL Patterson, Sr. November 203 Chief Executive 30, 2007 Officer(11) Year Ended $241,119 NIL $US 872 NIL NIL November 30, 2008 (1) The aggregate cash compensation paid by the Corporation and its subsidiaries to the CEO, CFO and the Corporation’s other three most highly compensated executive officers (“Named Executive Officers”) whose salary exceeded $150,000 for the year ended November 30, 2008 was $419,526. (2) Includes car allowance and the Corporation’s contribution to group health plan, and cash payments in lieu of vacation. (3) Includes premiums paid on a life insurance policy. During the year ending November 30, 2006, one life insurance payment was made on Mr. Strilchuk’s behalf. (4) Cash payments in lieu of vacation paid during the year ended November 30, 2006 totalled $21,612 to Mr. Strilchuk. (5) Mr. Brown became Chief Financial on February 2, 2005. Mr. Brown held that post until February 13, 2006. (6) Mr. Brown’s compensation was paid through Prairie Creek Ranch Inc. (7) Mr. Kling became Chief Financial Officer on February 13, 2006. (8) Larry Strilchuk has an Employment Contract with the Corporation, dated December 1, 2005. This Employment Contract has a term of 1 year, with 2 one year options. The contract provides for an annual salary of $88,500 per year, to be reviewed annually, together with other employee benefits. Effective September 1, 2007, Mr. Strilchuk renegotiated an annual salary of $60,000 throughout the remaining length of the contract. Mr. Strilchuk ceased being the President and Chief Executive Officer on March 31, 2008. (9) Mr. Kling’s salary is paid in United States currency and is shown here in Canadian dollars using an exchange rate of 1.1379 for Year ending 2006, 0.9927 for year ending 2007 and 1.0478 for the year ending 2008. (10) Mr. Kling’s bonus was paid by the issuance of common shares at a price of $0.504 in March, 2007. (11) Mr. Patterson’s salary is paid in United States currency and is shown here in Canadian dollars using an exchange rate of 0.9927 for year ending 2007 and 1.0478 for the year ending 2008. Mr. Patterson was appointed Chief Executive officer on March 31, 2008; prior to that he was Chief Operating Officer. Directors and Advisory Committee Members Compensation for the Fiscal Year Ended November 30, 2008 Effective December 1, 2006, the Directors of Corporation have established non-cash remuneration for services in their capacities as directors and committee members, as described in the table below: Position Dollar Value converted to Shares per meeting Chairman $2,000 Director $1,000 During the year ended November 30, 2008, the Corporation accrued directors’ fees of $34,500. 7 Option Grants for the Fiscal Year Ended November 30, 2008 During the fiscal year ended November 30, 2008 the Corporation granted no stock options to its Named Executive Officers. The Corporation has not granted any share appreciation rights. Value of Aggregated Options Exercised during the Fiscal Year Ended November 30, 2008 and Financial Year End Option Value There were no options exercised by Named Executive Officers during the fiscal year ended November 30, 2008 and there were no unexercised stock options as at November 30, 2008. Long Term Incentive Plans The Corporation does not have a long-term incentive plan established for the benefit of its executive officers or directors. CORPORATE GOVERNANCE National Instrument 58-101 requires the Corporation to include in its Management Information Circular disclosure respecting its corporate governance practices. The following information is provided in compliance with that disclosure requirement. 1. Board of Directors The Corporation has six (6) directors, two (2) of which are considered to be independent, being Jim Wild, and Marc Rose. Daniel Patterson, President and CEO, is not considered to be independent as he is an officer and employee of the Corporation or its subsidiary and receives compensation for providing services to the Corporation. Larry Strilchuk, John Lehman and C.L. (Les) Brown are not considered to be independent as they have served as officers of the Corporation within the past three years. The President of the Corporation reports directly to the Board of Directors, which is responsible for supervision of the management of the Corporation. The President is required to act in accordance with such directions and within the scope of the authority provided by the Board of Directors. 2. Directorships None of the directors of the Corporation are presently directors of any other reporting issuer. 3. Orientation and Continuing Education The Corporation does not have a formal process for the orientation of new Board members. Orientation is done on an informal basis. New Board members are provided with such information as is considered necessary to ensure that they are familiar with the Corporation’s business and understand the responsibility of the Board of Directors. The Corporation does not have a formal program for the continuing education of its directors. The Corporation expects its directors to pursue such continuing education opportunities as may be required to ensure that they maintain the skill and knowledge necessary to fulfill their duties as directors. Members of the Board have the ability to consult with the Corporation’s professional advisors regarding their duties and responsibilities and recent developments relevant to the Corporation and its Board. 8 4. Ethical Business Conduct Although the Corporation has not adopted a formal code of ethics, the directors and management of the Corporation are encouraged to conduct themselves and the business of the Corporation with the utmost honesty and integrity. The directors are also encouraged to consult with the Corporation’s professional advisors with respect to any issues related to ethical business conduct. 5. Nomination of Directors The identification of potential candidates for nomination as directors is primarily done by the President of the Corporation, but all directors are encouraged to participate in the identification and recruitment of potential new directors. Potential candidates are primarily identified through referrals by business contacts. 6. Compensation The compensation of directors, CFO and the CEO is determined by the Compensation Committee of the Board of Directors. This committee is made up of the independent members of the Board. Such compensation is determined after consideration of the relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. 7. Other Board Committees The Board has an Audit Committee, comprised of Les Brown, Jim Wild and Marc Rose. The Board does not have any other standing committees. 8. Assessments The Board does not have any formal process for assessing the effectiveness of the Board, its committees, or individual directors. Such assessments are done on an informal basis by the President and the Board as a whole. APPOINTMENT OF AUDITORS The shareholders will be asked to vote for the re-appointment of MacKay LLP, Chartered Accountants, Vancouver, B.C., as auditors of the Corporation and to authorize the directors to fix the remuneration of the auditors. MacKay LLP was first appointed as auditors for the Corporation on November 25, 2004. APPROVAL OF STOCK OPTION PLAN The directors of the Corporation have established a Stock Option Plan (the “Plan”) dated December 20, 1999, pursuant to which the Corporation may grant stock options to directors, officers, employees and consultants of the Corporation and its affiliates (or personal holdings companies of such individuals). The number of common shares reserved under the Plan is equal to 10% of the number of issued and outstanding common shares of the Corporation, from time to time. At present the Corporation has 34,359,065 common shares outstanding, making available under the Plan up to 3,435,906 common shares. No optionee is permitted to be granted options totaling more than 5% of the total outstanding common shares of the Corporation. 9 The exercise price for options granted under the Plan will be fixed at the granting of such options and are to be not less than the market price of the Corporation’s common shares on the last trading day preceding the date of grant, less the applicable discount permitted by Stock Exchange rules. Options may be granted for a maximum period of 5 years, and all options are to terminate within 90 days of the optionee ceasing to be a director, officer, employee or consultant of the Corporation, except in the case of termination for cause in which case the option will terminate immediately, or in the event of death of the optionee in which case the option will expire within one year of the date of death. The Stock Option Plan is expressly subject to the policies of the TSX Venture Exchange. Those policies provide, among other things, that no more than 2% of the outstanding shares may be granted to any one consultant in any 12 month period, that no more than 2% of the outstanding shares may be granted to an employee conducting investor relations activities in any 12 month period, and that any reduction in the exercise price of an option granted to an insider of the Corporation requires disinterested shareholder approval. The Corporation has provided an undertaking to the TSX Venture Exchange to comply with these requirements. As the number of shares reserved under the Plan is based upon the outstanding shares of the Corporation from time to time, and will change as the number of outstanding shares changes, the Plan is of a type that is known as a “Rolling” Stock Option Plan. The rules of the TSX Venture Exchange require that a corporation that has adopted a “Rolling” Stock Option Plan must have that Plan approved by shareholders at each annual general meeting. As a result, the shareholders of the Corporation will be asked to consider and, if deemed advisable, pass a resolution to approve the Corporation’s Stock Option Plan and the granting of options thereunder. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets out information respecting common shares of the Corporation authorized for issuance as at November 30, 2008 under the Corporation’s equity compensation plan. Number of Common Weighted average Number of common shares Shares to be issued exercise price of remaining available for future upon exercise of outstanding options, issuance under equity outstanding options, warrants and rights compensation plans warrants and rights (excluding securities reflected Plan Category in column (a)) (a) (b) (c) Equity compensation plans Nil N/A 3,435,906 approved by security holders Equity compensation plans not Nil N/A Nil approved by security holders Total Nil N/A 3,435,906 INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS There were no material interests, direct or indirect, of directors and officers of the Corporation, any shareholder who beneficially owns more than 10% of the Common Shares of the Corporation, or any known associate or affiliate of these persons in any transactions since the commencement of the Corporation's last fiscal year or in any proposed transaction which has materially affected or would materially affect the Corporation other than as previously disclosed in this Information Circular, except as follows: 10 1. Mr. Marc Rose, a director of the corporation, has from time to time provided consulting services to the Corporation that are not directly related to his duties as Director. 2. Certain directors and affiliated corporations were paid interest on convertible debentures issued by the Corporation. The debentures were converted into common shares during the year. 3. The Company issued shares to its directors in payment of annual directors’ fees for the fiscal year ending November 30, 2008. A total of 128,675 shares were issued to directors, at $0.271, for fees totalling $44,508. ADDITIONAL INFORMATION Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Shareholders may contact the Corporation at 125 Industrial Drive, Spearfish, South Dakota, 57783, Attention: Shareholder Communications, to request copies of the Corporation’s financial statements and Management Discussion & Analysis. Financial information is provided in the Corporation’s comparative financial statements and Management Discussion & Analysis for is most recently completed financial year. OTHER BUSINESS Management is not aware of any other business to come before the Meeting other than as set forth in the Notice of Annual and Special General Meeting of Shareholders. If any other business properly comes before the Meeting, it is the intention of the persons named in the Instrument of Proxy to vote the shares represented thereby in accordance with their best judgment on such matter. APPROVAL AND CERTIFICATION The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. DATED: June 11, 2009 (signed “Daniel W. Patterson”__ (signed) “Timothy C. Kling” DANIEL W. PATTERSON TIMOTHY C. KLING CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER 11 AUDIT COMMITTEE CHARTER GENERAL The purpose of this document is to establish the terms of reference of the Audit Committee for Lehman Trikes, Inc. (the “Corporation”). It is critical that the external audit function, a mechanism key to investor protection, is working effectively and efficiently and that information is being relayed to the Board of Directors in an accurate and timely fashion. The activities of the Audit Committee are fundamental to the process. STATUTORY REFERENCE The Board of Directors of The Corporation shall elect annually from members of the Board of Directors, an Audit Committee which shall be composed of not less than three members, a majority of which are not officers or employees of the corporation or any of its affiliates. Each member of the Audit Committee shall serve during the pleasure of the Board of Directors and in any event, only so long as he or she shall be a Director. The Directors may fill vacancies in the Audit Committee by election from among their number. The Audit Committee shall have the power to fix its quorum at no less than a majority of its members and to determine its own rules of procedure subject to any regulation imposed by the Board of Directors fro time to time. The auditors of the Corporation will be entitled to receive notice of every meeting of the Audit Committee and, at the expense of the Corporation, to attend and be heard thereafter, and if so requested by a member of the Audit Committee, shall attend every meeting of the Committee held during the term of the office of the Auditor. The auditor of the Corporation or any member of the Audit Committee may call a meeting of the Committee. The Audit Committee shall review the financially statements of the Corporation prior to the approval thereof by the Board of Directors and shall have such other powers and duties as may from time to time by resolution be assigned to it by the Board. PURPOSE Responsibility for the development and maintenance of the Corporation systems for financial reporting, accounting for transactions and internal controls lies with senior management with oversight responsibilities vesting in the Board of Directors. The Audit Committee is a permanent committee of the Board whose purpose is to assist the Board by dealing with specific issues that may affect financial reporting to the shareholders, accounting and internal controls. ANNUAL REPORTING The Audit Committee shall review the annual financial statements, prepared for distribution to the shareholders. The Audit Committee should discuss with management the appropriateness of accounting policies selected by the Corporation, the use and effect of judgment on accounting measurements and the adequacy of accruals and estimate used by management in completing the annual financial statements. Upon satisfactory completion of the review procedure, the Audit Committee will recommend to the Board of Directors that the Board approve the annual financial statements. 12 The Audit Committee should review other financial information included in the Corporation’s Annual Report to ensure that it is consistent with the Board of Directors knowledge of the affairs of the Corporation and is unbiased and nonselective. The Audit Committee should review the Annual Information Form and the Management Discussion and Analysis Component of the Annual Report. The Audit Committee should review planning for, and the results of, the annual external audit, including, but not necessarily limed to, specifically the following: (a) The auditor’s engagement letter as agreed between the auditor and financial management of the Corporation. (b) The reasonableness of audit fees as agreed between the auditor and corporate management. (c) Audit scope, including locations to be visited, area of audit risk, and materiality as it affects audit judgment timetable, deadlines, and coordination with internal audit. (d) The audit report to the Corporation shareholders and any other reports prepared by the auditors. (e) The informal reporting from the auditors on accounting systems and internal controls, including management’s response. (f) Non-audit related services provided by the auditor. (g) Assessment of the auditor’s performance. (h) Recommendation with respect to the auditor’s appointment or re-appointment. (i) Hold in camera meeting with representatives of the auditors to discuss the audit related issues including the quality of accounting personnel. INTERIM REPORTING When unaudited interim financial statements are issued, for example, quarterly reports and financial statements required for inclusion in public offering documents, the Chief Financial Officer of the Corporation will provide a copy of the interim financial statement to the Audit Committee and will formally advise the Audit Committee that the interim financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied. The Chief Financial Officer is obliged to draw to the attention of the Audit Committee any other matters relating to such interim financial statement of the Committee should be aware of. Similarly the Auditor has an obligation to advise the Audit Committee of any issues which the Auditor believes merit the Committee’s attention identified during the course of application of auditing procedures relating to any comfort level to be issued by the Auditor. REPORTING ARRANGEMENTS The Audit Committee, through the Chairman or Minutes of the Audit Committee’s meetings, should report to the Board of Directors following each meeting of the Audit Committee. The report should review the nature of discussions and the major decisions reached by the Audit Committee. The Audit Committee shall refer to the Audit Committee’s terms of reference as required and propose changes to the Board. GENERAL The Audit Committee clearly places the onus of reporting items that may be of concern to the Audit Committee with corporate management and representatives of the Audit firm as the case may be.