Note to Reader: Norsat International Inc. has filed this Material Change Report with SEDAR.1. Name and Address of Company
Norsat International Inc.
110 - 4020 Viking Way
Richmond, BC
V6V 2N2
2. Date of Material Change
December 6th, 2006
3. News Release
A press release announcing the material change was issued on December 11th, 2006 and filed on SEDAR.
4. Summary of Material Change
On December 5, 2006, Norsat International Inc. (”Norsat” or “Company”) amended its Employee Share Ownership Plan (the “Amended ESOP”). Pursuant to the Amended ESOP, Norsat contemplates an offering of common shares (”Offering”) to employees, full-time contractors and directors. The Offering will close January 5th, 2007.
5. Full Description of Material Change
On December 6th, 2006, the Board of Directors of Norsat (”Board”) adopted the Amended ESOP, previously registered with the B.C. Government in 1991 under the Employee Investment Act (British Columbia) (”EIT”). The Board also passed a resolution authorizing the Offering of Norsat common shares with a net value up to $600,000 to Eligible Employees (”Eligible Employees”), subject to the receipt of final approval of the Toronto Stock Exchange.
The Amended ESOP provides each Eligible Employee an equal opportunity to participate in the Offering. In addition, Eligible Employees tax-resident in British Columbia, may also receive an investment tax credit of up to 20% on share purchases under the Plan.
Under the Amended ESOP, Norsat is offering Eligible Employees the opportunity to purchase up to a maximum 1,332,500 Norsat common shares at a price of $0.45 (or US$0.40) per share.
Norsat will also grant to Eligible Employees who purchase Shares under the Offering, one-half of one non-transferable share purchase warrant for each Share purchased. Each whole share purchase warrant (a “Warrant”) entitles the holder to purchase one common share for 2 years from the closing date of the Offering at a price of $0.54 (or US$0.48) per common share, or such other lower price as may be permitted by the rules and policies of the Toronto Stock Exchange on the closing date of this Offering. The Offering period will be from January 2 to January 5, 2007.
The Company has reserved a total of 1,998,750 Norsat common shares to be issued to non arm’s-length parties to the Company at a protected price of $0.54 (or US$0.48). The price protection has been granted by the Toronto Stock Exchange based on the volume weighted average trading price of the Norsat shares for the five trading days ending on November 28, 2006. Price protection will expire on December 28, 2006.
6. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
Amiee Chan
President and Chief Executive Officer
Tel: (604) 821-2800
Fax: (604) 821-2801
9. Date of Report
December 11, 2006
