MAR VENTURES INC.
1675 Broadway, Suite 1150
Denver, Colorado 80202
(303) 825-3748
August 19, 1997
To the Mar Ventures Inc. Stockholders:
We are happy to inform you that Mar Ventures Inc. (the "Company") has
acquired 100 percent of PYR Energy, LLC ("PYR"), which is involved in oil and
gas exploration and development. This transaction is described in the enclosed
Notice Of Designation Of Directors which is required by the rules and
regulations of the Securities And Exchange Commission. Also enclosed is a copy
of the Company's news release dated August 7, 1997 that describes the
transaction with PYR.
We particularly look forward to the involvement of the new directors and
anticipate that it is an extremely positive step forward in the Company's
development.
Very truly yours,
MAR VENTURES INC.
By: /s/ D. SCOTT SINGDAHLSEN
-------------------------------
D. Scott Singdahlsen
President
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<PAGE>
MAR VENTURES INC.
1675 Broadway, Suite 1150
Denver, Colorado 80202
(303) 825-3748
NOTICE OF DESIGNATION OF DIRECTORS
Pursuant to Section 14(f) of the Securities Exchange Act of 1934, as
amended, and Rule 14f-1 of the General Rules and Regulations under the
Securities Exchange Act of 1934, notice is hereby given to all holders of record
of the $.001 par value common stock of Mar Ventures Inc. (the "Company") that
pursuant to the terms of Purchase And Sale Agreements between the Company and
each of the members of PYR Energy, LLC (the "Agreements"), three individuals
have been elected to the Board of Directors (the "Board") of the Company and the
three persons who served on the Board prior to the consummation of the
Agreements have resigned. Additional information concerning this transaction is
set forth below under "Certain Relationships and Related Transactions". This
Notice includes certain information concerning the Agreements and the new
members of the Board.
Directors and Executive Officers
- --------------------------------
The directors and executive officers of the Company, their respective
positions and ages, and the year in which each director was first elected, are
set forth in the following table. Each director set forth below will serve for a
term that will expire at the next annual meeting of stockholders of the Company.
Additional information concerning each of these individuals follows the table.
<TABLE>
<CAPTION>
Name Age Position with the Company Director Since
---- --- ------------------------- --------------
<S> <C> <C> <C>
D. Scott Singdahlsen 39 Chief Executive Officer, 1997
President, and Chairman
of the Board
Gregory B. Barnett 36 Director 1997
Keith F. Carney 41 Director 1997
Robert B. Suydam 59 Secretary ---
Andrew P. Calerich 33 Chief Financial Officer ---
</TABLE>
D. Scott Singdahlsen has been the Chief Executive Officer, President and
Chairman of the Board of the Company since August 1997. Since October 1996, Mr.
Singdahlsen has been the General Manager of PYR Energy, LLC ("PYR"), a Denver
based independent oil and gas exploration company that was acquired by the
Company pursuant to the Agreements. See below, "Certain Relationships and
Related Transactions". From July 1992 until September 1996, Mr. Singdahlsen
served variously as President and Vice President of Interactive Earth Sciences
Corporation, a 3D seismic consulting firm in the oil and gas industry. Mr.
Singdahlsen received a B.A. Degree in Geology from Hamilton College in New York
in 1981, and a M.S. Degree in Geology from Montana State in 1986.
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Gregory B. Barnett has been a director of the Company since August 1997.
Since February 1994, Mr. Barnett has been the president of Denver based EnerCOM
Incorporated, a firm with emphasis in financial communications for several
industries, including oil and gas. From April 1993 until February 1994, Mr.
Barnett served as Director of Investor Relations of Gerrity Oil Corporation.
From April 1988 until April 1993, Mr. Barnett served as Director of Investor
Relations of Maxus Energy Corporation. Mr. Barnett received a Bachelor of
Busines Administration Degree in Marketing from the University of Texas at
Arlington in 1989.
Keith F. Carney has been a director of the Company since August 1997. Since
July 1996, Mr. Carney has been the Chief Financial Officer of Cheniere Energy,
Inc., a Houston based exploration company traded on the NASDAQ SmallCap under
the symbol CHEX. From July 1992 until April 1996, Mr. Carney was a Securities
Analyst with Smith Barney. Mr. Carney received a Bachelor of Science Degree in
Geology and a Master of Science Degree in Geology from Lehigh University,
Bethlehem, Pennsylvania, in 1978 and 1981, respectively.
Robert B. Suydam has been the Secretary of the Company since August 1997.
Since May 1996, Mr. Suydam has been the Vice President Geology of PYR. From July
1994 until December 1995, Mr. Suydam served as Senior Geologist of Snyder Oil
Corporation. From March 1992 until July 1994, Mr. Suydam served as Senior
Geologist of Gerrity Oil & Gas Corporation. Mr. Suydam received a Bachelor of
Science Degree in Geology and a Master of Arts Degree in Geology from the
University of Wyoming in 1961 and 1963, respectively.
Andrew P. Calerich has been the Chief Financial Officer of the Company
since August 1997. From June 1993 until August 1997, Mr. Calerich was a business
consultant specializing in internal accounting system controls and efficiencies,
management reporting systems, and budgeting. From May 1990 until June 1993, Mr.
Calerich served as Corporate Controller for Tipperary Corporation, a company
engaged in the business of exploring for, developing and producing crude oil and
natural gas. Mr. Calerich is a Certified Public Accountant. Mr. Calerich
received a Bachelor of Science Degree in each of Accounting and Business
Administration from Regis College in Denver, Colorado in 1986.
Committees and Meetings
- -----------------------
The Board formed a Compensation Committee in August 1997. There is not an
audit committee, a nominating committee, or other committee performing similar
functions. The Compensation Committee has the authority to establish policies
concerning compensation and employee benefits for employees of the Company. The
Compensation Committee reviews and makes recommendations concerning the
Company's compensation policies and the implementation of those policies and
determines compensation and benefits for executive officers. The Compensation
Committee currently consists of Messrs. Barnett and Carney.
During the fiscal year ended August 31, 1996 the Board consisted solely of
Buddy Young, a former director of the Company. During fiscal 1996, the functions
of the Board were effected by written consents by the sole director of the
Company.
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and holders of more than 10% of the Company's
common stock to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of common stock and other
equity securities of the Company. The Company did not receive any reports
required by Section 16(a) with respect to the fiscal year ended August 31, 1996
because the Company's directors, executive officers and holders of more than 10%
of the Company's common stock were not subject to Section 16(a) during that
fiscal year.
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Summary Compensation Table
- --------------------------
The following table sets forth in summary form the compensation paid to the
Company's former President during the period from the Company's inception on
July 2, 1996 until its fiscal year ended August 31, 1996. No employee of the
Company received total salary and bonus exceeding $100,000 during the fiscal
year ended August 31, 1996.
<TABLE>
<CAPTION>
Annual Compensation
Name and Principal Position Fiscal Year Ended August 31, Annual Compensation ($)
--------------------------- ---------------------------- -----------------------
<S> <C> <C>
Buddy Young, President 1996 14,000 (1)
</TABLE>
(1) Mr. Young was paid a consulting fee amounting to $14,000 during the fiscal
year ended August 31, 1996.
Voting Securities and Principal Holders Thereof
- -----------------------------------------------
As of August 8, 1997, there were 9,154,804 shares of the Company's $.001
par value common stock (the "Common Stock") outstanding. The following table
sets forth certain information as of August 8, 1997, with respect to the
beneficial ownership of the Company's Common Stock by each director, by all
executive officers and directors as a group, and by each other person known by
the Company to be the beneficial owner of more than 5% of the Company's Common
Stock:
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percentage of
Beneficial Owner Beneficially Owned (1) Shares Outstanding
- ---------------- ---------------------- ------------------
<S> <C> <C>
D. Scott Singdahlsen 2,000,000 21.8%
1675 Broadway, Suite 1150
Denver, Colorado 80202
Robert B. Suydam 1,300,000(2) 14.2%
1675 Broadway, Suite 1150
Denver, Colorado 80202
Gregory B. Barnett 200,000 2.2%
1675 Broadway, Suite 1150
Denver, Colorado 80202
Keith F. Carney 200,000 (3) 2.2%
915 Bay Oaks Road
Houston, Texas 77008
All Officers and Directors 3,700,000 40.0%
as a group (five persons)
PinOak Inc. 1,300,000 (2) 14.2%
5037 South Oak Court
Littleton, Colorado 80127
Bernard Young and Rebecca Young 556,998(4) 6.1%
as trustees for the Young Family
Trust dated October 1992
5269 Amestoy Avenue
Encino, California 91316
</TABLE>
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(1) "Beneficial ownership" is defined in the regulations promulgated by the
U.S. Securities and Exchange Commission as having or sharing, directly or
indirectly (i) voting power, which includes the power to vote or to direct
the voting, or (ii) investment power, which includes the power to dispose
or to direct the disposition, of shares of the common stock of an issuer.
Unless otherwise indicated, the beneficial owner has sole voting and
investment power.
(2) The shares shown for Mr. Suydam are owned of record by PinOak Inc.
("PinOak"). These shares are included twice in the table. They are listed
as being held beneficially by both PinOak and Mr. Suydam. PinOak is owned
by Mr. Suydam's wife and Mr. Suydam is the President of PinOak.
(3) The number of shares indicated includes 100,000 shares underlying warrants
currently exercisable.
(4) The number of shares indicated does not include 60,000 shares owned by Mr.
and Mrs. Young and an aggregate of 16,917 additional shares held by the son
and daughter of Mr. and Mrs. Young and their spouses for themselves and as
custodians for their children. Mr. and Mrs. Young disclaim beneficial
ownership of shares held by their children and the children's spouses
pursuant to Rule 16a-1(a)(4).
Certain Relationships and Relation Transactions
- -----------------------------------------------
Pursuant to the Agreements, the Company purchased all the interest in PYR
in exchange for 4,000,000 shares of the Company's Common Stock on August 6,
1997, which resulted in PYR's becoming a wholly owned subsidiary of the Company.
Mr. Singdahlsen received 2,000,000 shares of the Company's Common Stock in that
transaction as a result of his ownership of 50 percent of the ownership
interests in PYR immediately prior to the transaction. PinOak, a company of
which Mr. Suydam is the President and whose sole shareholder is Mr. Suydam's
wife, received 1,300,000 shares of the Company's Common Stock in that
transaction as a result of PinOak's ownership of 32.5 percent of the ownership
interests in PYR immediately prior to the transaction. In connection with that
transaction, the Company agreed to appoint each of Messrs. Singdahlsen, Carney
and Barnett to constitute all the directors of PYR's Board Of Directors.
Dated: August 19, 1997 MAR VENTURES INC.
By: /s/ D. SCOTT SINGDAHLSEN
--------------------------------
D. Scott Singdahlsen, President
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Exhibit Index
Exhibit
Number Description
- ------ -----------
99.1 The press release of the Registrant dated August 7, 1997 is
incorporated by reference to the Registrant's report on Form 8-K
filed with the Securities and Exchange Commission on August 12, 1997.
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