SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant: X
Filed by a Party other than the Registrant:
Check the appropriate box:
Preliminary Proxy Statement Confidential, for Use of
X Definitive Proxy Statement the Commission Only (as
Definitive Additional Materials permitted by Rule 14a-
6(e)(2))
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ASPEN GROUP RESOURCES CORPORATION
____________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
Not Applicable
____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
____________________________________________________________________________
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ASPEN GROUP RESOURCES CORPORATION
3300 Bank One Center
100 North Broadway
Oklahoma City, Oklahoma 73102
MANAGEMENT INFORMATION CIRCULAR
and
PROXY STATEMENT
1. SOLICITATION OF PROXIES
This Management Information Circular and Proxy Statement (the "Circular") is
furnished in connection with the Solicitation of Proxies by the Management of
ASPEN GROUP RESOURCES CORPORATION (the "Corporation") for use at the Annual and
Special Meeting of Shareholders of the Corporation (the "Meeting") to be held at
the time and place and for the purposes set forth in the attached Notice of
Annual and Special Meeting of Shareholders (the "Notice"). It is expected that
the solicitation will be by mail primarily, but proxies may also be solicited
personally by telephone or otherwise by Officers or Directors of the Corporation
without additional compensation. The cost of preparing, assembling and
mailing the proxy material and reimbursing brokers, nominees and fiduciaries for
the out-of-pocket and clerical expenses of transmitting copies of the proxy
materials to the beneficial owners of shares held of record by such persons will
be borne by the Corporation. The proxy materials are being mailed to
Shareholders of Record at the close of business on November 3, 2000.
2. APPOINTMENT, REVOCATION AND DEPOSIT OF PROXIES
The persons named in the enclosed form of proxy are Directors or Officers of the
Corporation.
A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER)
TO ATTEND AND ACT FOR THE SHAREHOLDER AND ON THE SHAREHOLDER'S BEHALF AT THE
MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY. SUCH
RIGHT MAY BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN
THE ENCLOSED FORM OF PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT
PURPOSE THE NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER PROPER FORM OF
PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE
CORPORATION BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF.
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A Shareholder forwarding the enclosed proxy may indicate the manner in which the
appointee is to vote with respect to any specific item by checking the
appropriate space. If the Shareholder giving the proxy wishes to confer a
discretionary authority with respect to any item of business then the space
opposite the item is to be left blank. The shares represented by the proxy
submitted by a Shareholder will be voted in accordance with the directions, if
any, given in the proxy. The giving of a proxy does not preclude the right to
vote in person should the person giving the proxy so desire.
A Shareholder who has given a proxy may revoke it at any time in so far as it
has not been exercised. A proxy may be revoked, as to any matter on which a vote
shall not already have been cast pursuant to the authority conferred by such
proxy, by instrument in writing executed by the Shareholder or by his attorney
authorized in writing or, if the Shareholder is a body corporate, by an officer
or attorney thereof duly authorized, and deposited either at the registered
office of the Corporation at any time up to and including the last business day
preceding the day of the Meeting, or any adjournment thereof, at which the proxy
is to be used or with the Chairman of such Meeting on the day of the Meeting or
any adjournment thereof, and upon either of such deposits the proxy is revoked.
A proxy may also be revoked in any other manner permitted by law.
3. MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES
The persons named in the enclosed form of proxy will vote the common shares in
respect of which they are appointed in accordance with the direction of the
Shareholders appointing them. In the absence of such direction, such common
shares will be voted FOR each of the matters identified in the Notice and
described in this Circular, except that a broker non-vote will have no effect.
The enclosed Form of Proxy confers discretionary authority upon the persons
named therein with respect to amendments or variations to matters identified in
the Notice of Meeting, and with respect to other matters which may properly come
before the Meeting. At the time of the printing of the Circular, the Management
of the Corporation knows of no such amendments, variations or other matters to
come before the Meeting other than the matters referred to in the Notice of
Annual and Special Meeting of Shareholders.
4. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The authorized capital of the Corporation consists of an unlimited number of
common shares (the "Common Shares") and an unlimited number of preference shares
issuable in series. On November 3, 2000, an aggregate of 131,159,006 Common
Shares and no preference shares were issued and outstanding. Each Common Share
entitles the holder thereof to one (1) vote at all meetings of Shareholders of
the Corporation. A simple majority of the total shares represented at the
Meeting is required to elect directors and ratify or approve the other items
being voted on at this time except for the Special Resolution regarding the
consolidation of the outstanding Common Shares on an up to one (1) for seven (7)
basis. The Special Resolution requires approval by a Special Resolution which
is defined as a resolution of the Shareholders confirmed by at least two-thirds
(2/3) of the votes cast. Abstentions will not count toward the approval or
rejection of any matter under consideration. The presence, in person or by
proxy, of two Holders of Common Shares of the Corporation entitled to vote
is necessary to constitute a quorum at the Meeting. Notwithstanding the record
date of November 3, 2000, specified above, the Corporation's Stock Transfer
Books will not be closed and Shares may be transferred subsequent to the record
date. However, all votes will be tabulated by the Scrutineer appointed for the
Meeting, who will separately tabulate affirmative votes, abstentions and broker
non-votes.
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All Holders of Common Shares of the Corporation of record as of the close of
business on November 3, 2000 are entitled either to attend and vote thereat in
person the Shares held by them, or provided a completed and executed proxy shall
have been delivered to the Corporation, to attend and vote thereat by proxy the
Shares held by them.
As at November 3, 2000, the only persons or companies who, to the knowledge of
the Directors and Senior Officers of the Corporation, beneficially own, directly
or indirectly, or exercise control or direction over more than (5%) of the
issued and outstanding Voting Shares of the Corporation are listed below. In
addition, this table includes the outstanding voting securities beneficially
owned by each of the Corporation's Directors, its Nominee Director and Executive
Officers listed in the Summary Compensation Table as well as the number of
Shares owned by Directors and Executive Officers as a group.
NUMBER OF COMMON TOTAL % OF
SHARES and NATURE OF COMMON SHARES
NAME BENEFICIAL OWNERSHIP
_______________________________________________________________________
Jack E. Wheeler(1) 23,000,000(2) 17.1 %
Custer County Drillers Inc. 14,153,932 10.8 %
Farrell Kahn 10,974,701 8.4 %
Lenard Briscoe 4,000,000 3.0 %
Ron Mercer(1) 2,500,000(3) 1.9 %
James E. Hogue(4) 2,200,000(5) 1.6 %
Sam Hammons(1) 1,500,000(6) 1.1 %
Randall B. Kahn(4) 1,193,463(7) less than 1%
Peter Lucas(1) 1,100,000(8) less than 1%
Wayne T. Egan(4) 578,000(9) less than 1%
Anne Holland(4) 550,000(10) less than 1%
All Directors, the Nominee for 36,541,463 26.4%
Director and Executive Officers
as a group (9 persons, including
Jack E. Wheeler)
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Notes:
(1) Mr. Wheeler is Chairman of the Board, President, Chief Executive
Officer and a Director of the Corporation. Messrs. Mercer, Hammons
and Lucas are Vice Presidents of the Corporation. The address of
Messrs. Wheeler, Mercer, Hammons and Lucas is 3300 Bank One Center,
100 North Broadway, Oklahoma City, Oklahoma 73102.
(2) Includes employee stock options exercisable into an additional 3,000,000
Common Shares of the Corporation.
(3) Includes employee stock options exercisable into an additional 1,500,000
Common Shares of the Corporation.
(4) Mr. Hogue, Ms. Holland, Mr. Kahn and Mr. Egan are Directors of the
Corporation. The address of Mr. Hogue and Ms. Holland is 6510 Abrams
Road, Suite 300, Dallas, Texas 75231. The address of Mr. Kahn is 20
North Gore, Suite 200, St. Louis, Missouri 63119. The address of Mr.
Egan is 1600 - Exchange Tower, 130 King Street West, Toronto, Ontario,
Canada M5X 1J5.
(5) Includes 320,000 shares owned beneficially and employee stock options
exercisable into an additional 800,000 Common Shares of the Corporation.
(6) Includes employee stock options exercisable into an additional 500,000
Common Shares of the Corporation.
(7) Includes employee stock options exercisable into an additional 500,000
Common Shares of the Corporation.
(8) Includes employee stock options exercisable into an additional 500,000
Common Shares of the Corporation.
(9) Includes employee stock options exercisable into an additional 520,000
Common Shares of the Corporation.
(10) Includes employee stock options exercisable into an additional 500,000
Common Shares of the Corporation.
Executive Officers, Directors and Director Nominee
Jack Wheeler has served as a Director, Chairman of the Board and Chief
Executive Officer of the Corporation since September 16, 1999. Prior to that he
has been the Managing Partner of Crown Partners LLC Minerals Division (currently
East Wood Equity Venture, Inc.) for more than the past five (5) years. Mr.
Wheeler is an attorney who received his A.A. from Lon Morris University in 1969,
a B.A. from Texas A&M University in 1970, an M.A. in 1974 from the University of
Colorado, and his J.D. from the University of Houston in 1975.
Ron Mercer was appointed Executive Vice-President and Chief Operating
Officer of the Corporation effective September 16, 1999. Prior thereto, Mr.
Mercer has acted as President responsible for the daily operations of Mercer Oil
and Gas Company and Armer LLC for the past 5 years. He is a Professional
Engineer with over 30 years experience in oil and gas asset management. He is a
Registered Professional Engineer in Texas and Oklahoma, and a Member of the
Society of Professional Engineers and Society of Petroleum Engineers. Mr.
Mercer received his B.Sc. in Petroleum Engineering from Texas Tech University.
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Sam Hammons was appointed effective September 16, 1999 as Vice-President
and General Counsel of the Corporation. He is an attorney with over 25 years
experience, and is former President of the Law Firm of Hammons & Vaught. Mr.
Hammons was formerly an Assistant for Energy Natural Resources to Governor David
Boran in Oklahoma, and an Administrative Assistant to Governor George Nigh in
Oklahoma. Mr. Hammons is a graduate of Oklahoma Baptist University and received
a J.D. from Oklahoma University and a Masters in International Relations from
Oklahoma University. Mr. Hammons is 50 years old.
Wayne T. Egan is a Partner of the Law Firm of Weir & Foulds, and practices
in the Securities Law Section. He received an LLB from Queen's University Law
School in 1988 and a Bachelor of Commerce degree from the University of Toronto
in 1985. He is a Member of the Canadian Bar Association. Weir & Foulds serves
as the Corporation's Corporate Counsel in Ontario, Canada.
James E. Hogue was President, Chief Operating Officer and a Director of the
Corporation from June 17, 1996 to September 15, 1999. He currently serves
solely as a Director of the Corporation. Mr. Hogue has also been a Director,
President and major Shareholder of Third Coast Capital, Inc., a Venture Capital
Company since 1988.
Anne Holland has been the President of MAYCO Petroleum Co., a Crude Oil
Trading Company, since 1982. Ms. Holland devotes her principal working time to
her position as President of MAYCO Petroleum Co. and acts as a Director of the
Corporation.
Randall B. Kahn currently is President of Triangle industries and was
formerly President of Dharma Capital, a Venture Capital Company located in St.
Louis, Missouri, from January 1990 to August 2000. From 1994 to 1999 Mr. Kahn
served as Chief Executive Officer of Tiffany Industries, an office furniture
manufacturer in St. Louis, Missouri. Prior thereto, Mr. Kahn was a litigation
attorney from 1993 to 1994 with Paule, Camazine and Blumenthal, a Law Firm in
St. Louis, Missouri and prior thereto was a litigation attorney with Susman,
Chermer, Rimmel & Shifrin, a Law Firm in St. Louis, Missouri form 1989 to 1993.
Mr. Kahn received a BA in English Literature from Colorado College in 1982 and
received a JD Environmental Law Honours from Northwestern School of Law,
Portland, Oregon.
Lenard Briscoe is a Nominee Director who was formerly President of Briscoe
Oil Operating Company, Inc. from 1980 to 2000. Although Mr. Briscoe is
presently semi-retired, he remains involved and invests in real estate, banking
and farming.
PARTICULARS OF MATTERS TO BE ACTED UPON
5. ELECTION OF DIRECTORS
The number of Directors to be elected at the Meeting is Six (6). Unless
otherwise specified, the persons named in the enclosed Form of Proxy will vote
FOR the election of the Nominees whose names are set forth below. Management of
the Corporation does not contemplate that any of the Nominees will be unable to
serve as a Director, but if that should occur for any reason prior to the
Meeting, the persons named in the enclosed Form of Proxy reserve the right to
vote for another Nominee in their discretion. Each Director elected will hold
office until the close of business on the day of the First Annual Meeting of
Shareholders of the Corporation following his election unless his office is
earlier vacated in accordance with the Articles of the Corporation.
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The following table and notes thereto set out the names of Management's Nominees
for election as Directors of the Corporation together with their positions held
with the Corporation, age and Municipalities of residence:
Name, Current Position(s) Held and Principal Occupation Director Since
Municipality of Residence
________________________________________________________________________________
Jack E. Wheeler(1) Petroleum Executive September 17, 1999
Director, Chairman of the Board
and Chief Executive Officer, 51
Edmond, Oklahoma
James E. Hogue(1)(2) Petroleum Executive June 17, 1996
Director, 64
Dallas, Texas
Wayne T. Egan(1)(2) Lawyer June 17, 1996
Director, 38
Toronto, Ontario
Anne Holland(2) Petroleum Executive February 2, 1999
Director, 62
Fort Worth, Texas
Randall B. Kahn(1) Venture Capital February 28, 2000
Director, 40 Businessman, Attorney
St. Louis, Missouri
Lenard Briscoe Petroleum Executive, Nominee
Nominee Director, 66 Businessman, Banker, Farmer
Kingfisher, Oklahoma
____________________________________
Notes:
(1) Member of Audit Committee.
(2) Member of the Compensation Committee.
The Shareholders are urged to elect Management's Nominees as Directors.
6. STATEMENT OF EXECUTIVE COMPENSATION
1. Summary Compensation Table
The following table discloses compensation paid to or awarded to the
Corporation's Chief Executive Officer and each of the other most highly paid
Executive Officers of the Corporation whose total salary and bonus exceeded CDN
$100,000 (collectively, the "Named Executive Officers") for the last three most
recently completed financial years of the Corporation. Specific aspects of the
compensation of the Named Executive Officers are dealt with in further detail in
subsequent tables.
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Annual Compensation(1)
Other
Name Annual
And Compen-
Principal Year Salary Bonus sation
Position (US$) (US$) (US$)
(a) (b) (c) (d) (e)
_______________________________________________________________________
Jack E. 2000 $112,500 - -
Wheeler
Director,
Chairman of
the Board,
Chief
Executive
Officer and
President
Ron Mercer 2000 $48,000 - -
Wheeler
Executive
Vice-President
and Chief
Operating
Officer
Sam 2000 $16,000 - -
Hammons
Vice-President
and General
Counsel
Eugene A. 2000 $150,000 - -
Soltero 1999 150,000 - -
Director, 1998 160,000 - -
Chairman of
the Board and
Chief
Executive
Officer (2)
James E. 2000 $150,000 - -
Hogue 1999 150,000 - -
Director, 1998 160,000 - -
President and
Chief
Operating
Officer(3)
Peter Lucas 2000 $ 45,000 - -
Senior Vice
President,
Chief Financial
Officer(4)
Long-Term Compensation
Awards Payouts
Restricted
Securities Shares
Under or All
Options/ Restricted Other
SARs Share LTIP Compen-
Granted Units Payouts sation
(#) (US$) (US$) (US$)
(f) (g) (h) (i)
_______________________________________________________________________
Jack E. 3,000,000 - - -
Wheeler
Director,
Chairman of
the Board,
Chief
Executive
Officer and
President
Ron Mercer 1,500,000 - - -
Wheeler
Executive
Vice-President
and Chief
Operating
Officer
Sam 500,000 - - -
Hammons
Vice-President
and General
Counsel
Eugene A. - - - -
Soltero - - - -
Director, 300,000 - - -
Chairman of
the Board and
Chief
Executive
Officer (2)
James E. 500,000 - - -
Hogue - - - -
Director, 300,000 - - -
President and
Chief
Operating
Officer(3)
Peter Lucas 500,000 - - -
Senior Vice
President,
Chief Financial
Officer(4)
_______________________________
Notes:
(1) Certain of the Corporation's Executive Officers receive personal
benefits in addition to salary. The aggregate amount of these benefits,
however, does not exceed the lesser of $50,000 or 10% of the total
annual salary reported for the executives.
(2) Mr. Soltero resigned as a Director and Officer of the Corporation
effective September 14, 1999.
(3) Mr. Hogue resigned and was replaced as the President and Chief Operating
Officer by Jack E. Wheeler on September 17, 1999.
(4) Mr. Lucas resigned as an Officer of the Corporation effective April 15,
1997 and was appointed Chief Financial Officer on March 13, 2000.
2. Long-Term Incentive Plan Awards (Period ended June 30, 2000)
The Corporation currently has no long-term incentive plans, other
than stock options granted from time to time by the Board of
Directors under the provisions of the Corporation's Stock Option
Plan and Non-Employee Directors Stock Option Plan.
3. Option/SAR Grants (Period ended June 30, 2000)
The following options were granted to Named Executive Officers
under the Corporation's Stock Option Plan in the fiscal year ended
June 30, 2000:
Name Number of Options Exercise Price (1) Expiry Date
(#) ($ US)
_______________________________________________________________________________
Jack E. Wheeler 3,000,000 $0.235 February 21, 2003
Sam Hammons 500,000 $0.235 February 21, 2003
Ron Mercer 1,500,000 $0.235 February 21, 2003
Peter Lucas 500,000 $0.235 February 21, 2003
James E. Hogue 500,000 $0.235 February 21, 2003
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Notes:
(1) In compliance with the Business Corporations Act (Yukon), the high and
low trading price of the Corporation's Common Shares on the OTC Bulletin
Board for the thirty (30) days prior to February 21, 2000 was US$0.34
and US$0.10, respectively.
4. Aggregated Option/SAR Exercises (Period ended June 30, 2000) and
Financial Year-End Option/SAR Values
The following table sets forth information regarding the value of unexercised
options held by named Executive Officers as of June 30, 2000.
Value of
Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
Securities Aggregate at FY-End at FY-End
Acquired on Value (#) ($ US)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
___________________________________________________________________________
Jack E. Wheeler 0 0 3,000,000/0 $45,000/$0
Sam Hammons 0 0 500,000/0 $7,500/$0
Ron Mercer 0 0 1,500,000/0 $22,500/$0
Peter Lucas 0 0 500,000/0 $7,500/$0
5. Compensation of Directors
Each Director who is not an employee of the Corporation is paid $500
per Meeting of the Board of Directors and $500 per Committee Meeting
not held on the same date as a Board Meeting. Directors are
permitted to accept shares in lieu of cash. Directors who are
employees of the Corporation are not paid any extra compensation
for service on the Board or on Committees.
No Directors were compensated by the Corporation during the last
financial year for services as consultants or experts, other than
approximately US$82,172.13 paid in legal fees to Weir & Foulds,
Toronto; Mr. Wayne T. Egan, a current Director of the Corporation,
is a Partner in said Firm.
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6. Employment Agreements
The Corporation does not have employment contracts with any of its
Executive Officers, other than with Jack Wheeler, its Chairman,
President and Chief Executive Officer and Ron Mercer, Executive Vice-
President and Chief Operating Officer. The agreement with Mr. Wheeler
is effective until September 17, 2004, and he is paid a base salary of
US$150,000 per year, to be reviewed annually by the Board of Directors
of the Corporation. The agreement with Mr. Mercer is effective until
January 1, 2005, and he is paid a base salary of US$96,000 per year, to
be reviewed annually by the Board of Directors of the Corporation. Mr.
Mercer's annual salary was increased to US$120,000 per year effective
September 1, 2000. Under the terms of both Employment Agreements, in
the event of termination without cause or change of control, each is to
receive sixty (60) months salary and bonus. There is no severance
compensation otherwise payable.
7. Indebtedness of Directors and Officers
None of the Directors or Officers of the Corporation or their respective
associates or affiliates is indebted to the Corporation.
8. Committees of the Board of Directors and Meeting Attendance
The Board of Directors met seven (7) times during the last fiscal year.
The Board of Directors has an Audit Committee comprised of four (4)
Members and a Compensation Committee comprised of three (3) Members.
The Compensation Committee is responsible for establishing and reviewing
the compensation paid to the Corporation's Executive Officers. The
Compensation Committee met two (2) times during the last fiscal year.
The Audit Committee met two (2) times during the last fiscal year. The
Audit Committee recommends engagement of the independent Auditors,
considers the fee arrangement and scope of the audit, reviews the
Financial Statements and the Independent Auditors' Report, reviews the
activities and recommendations of the Corporation's Internal Auditors,
considers comments made by the Independent Auditors with respect to the
Corporation's internal control structure, and reviews internal
accounting procedures and controls with the Corporation's financial and
accounting staff.
All Directors were present at each of the Meetings of the Board of
Directors in person or by written ratification.
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9. Family Relationships
There are no family relationships among the Corporation's Directors
or Executive Officers.
10. Compliance with 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires Executive Officers and Directors, and persons
beneficially owning more than 10% of the Corporation's Stock to
file initial reports of ownership and reports of changes in ownership
with the United States Securities and Exchange Commission ("SEC") and
with the Corporation. The Corporation is not aware of any transactions
in its outstanding securities by or on behalf of any Director, Executive
Officer or 10% Holder of the Common Stock, which require the filing of
any report pursuant to Section 16(a) of the Exchange Act that was not
filed with the Corporation.
11. Interests of Management in Material Transactions
During the fiscal years ended June 30, 1999 and June 30, 2000, the
Corporation entered into the following transactions with parties who
could be considered Insiders of the Corporation:
1. East Wood First Purchase Agreement
The Corporation is party to an agreement made on September 16, 1999 (the "First
Purchase Agreement"), with an effective date from July 1, 1999, pursuant to
which the Corporation acquired 50% of the issued and outstanding shares of East
Wood Equity Ventures, Inc. ("East Wood") from four (4) Vendor Shareholders of
East Wood. Under the terms of the First Purchase Agreement, the Corporation
agreed to issue to the Shareholders of East Wood 46,230,897 Common Shares. The
principal vendor was Jack Wheeler, the Chairman, President and Chief Executive
Officer and a Director of the Corporation and also included Custer County
Drillers, Inc. The estimated value of the East Wood shares acquired under the
First Purchase Agreement was US$7,464,505.
2. East Wood Second Purchase Agreement
The Corporation entered into an agreement made as of February 28, 2000 (the
"Second Purchase Agreement") pursuant to which the Corporation acquired the
remaining 50% of the issued and outstanding shares of East Wood from six (6)
Vendor Shareholders of East Wood including Farrell Kahn and Randall Kahn. Under
the terms of the Second Purchase Agreement, the Corporation agreed to issue to
the six (6) Vendor Shareholders of East Wood an aggregate of 26,230,897 Common
Shares and a Promissory Note in the amount of US $3 Million.
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3. Acquisition of Mercer Oil and Gas
Effective April 1, 2000, the Corporation acquired all of the outstanding common
stock of Mercer Oil and Gas Company from Ron Mercer, an Executive Officer of the
Corporation, in exchange for 1,000,000 Common Shares. The value of the acquired
property was estimated at the time of acquisition as $343,800. Prior to the
closing of the acquisition of Mercer Oil, the Corporation purchased certain oil
and gas properties from Mercer Oil for $300,000 in cash.
4. Briscoe Acquisition
Effective May 1, 2000, the Corporation acquired by merger a 55% undivided
interest in 171 producing oil and gas properties located in twenty-one (21)
counties in Oklahoma, Texas and Kansas for $3,000,000 from a Corporation
controlled by Lenard Briscoe, a Nominee to the Corporation's Board of Directors.
The transactions described in this Section were ratified by a majority of the
Corporation's Independent Directors who did not have an interest in the
transactions and who had access, at the Corporation's expense, to available
material information and to the Corporation's Independent Counsel.
Any future transactions between the Corporation and its affiliates will be
approved by a majority of disinterested Directors and will be on terms no less
favourable to the Corporation than those which could be obtained from unrelated
third parties. Any forgiveness of loans must be approved by a majority of the
Corporation's Independent Directors who do not have an interest in the
transactions and who have access, at the Corporation's expense, to either
the Corporation's or their own independent legal counsel.
The Corporation's Annual Report for the year-end June 30, 2000 is enclosed
herewith in the Annual Report, but neither the Annual Report nor the Financial
Statements included therein are incorporated in this Proxy Statement or are
deemed to be part of the material for the solicitation of proxies.
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7. ORDINARY RESOLUTION - AMENDMENT TO STOCK OPTION PLAN
The Corporation has in place a 1997 Stock Compensation Plan for Directors,
Officers, Employees and Consultants approved by the Shareholders at a Meeting
held February 10, 1997 (the "Plan"). Section 2 of the Plan provides that the
maximum aggregate number of Shares reserved for issuance and which may be
purchased upon the exercise of all options granted under the Plan shall not
exceed 1,400,000 Common Shares, representing approximately 10% of the Common
Shares of the Corporation issued and outstanding on the date the Plan was
authorized and approved. Subsequently, by amendment approved by the
Shareholders of the Corporation, the maximum aggregate number of Shares reserved
for issuance and which may be purchased upon the exercise of all options granted
under the Plan was increased to 8,000,000. As stated elsewhere in this
Circular, as at the date of this Circular there are 131,159,006 Common Shares of
the Corporation issued and outstanding. Management of the Corporation is
proposing that the maximum number of common shares of the Corporation eligible
to be issued pursuant to the grant of options under the Plan be further
increased to 13,000,000 (representing approximately 10% of the aggregate
131,159,006 Shares which are outstanding).
To maximize the utility of the Plan, it is the view of the Board of Directors of
the Corporation that it is desirable to increase the number of Common Shares
eligible for issuance pursuant to the grant of options thereunder to the maximum
of 13,000,000. Pursuant to applicable securities regulations, however,
Shareholder approval is required for any such amendment to the Plan.
Accordingly, Shareholders of the Corporation will be asked at the Meeting to
consider and, if thought advisable, to authorize and approve by means of an
ordinary resolution, an Amendment to the Plan, increasing the maximum number of
Common Shares of the Corporation issuable pursuant to the grant of options
thereunder to 13,000,000. The Resolution Shareholders will be asked to approve
is attached to this Circular as Schedule "1".
To be approved, the Ordinary Resolution must be passed by a majority of the
votes cast by the Shareholders at the Meeting in respect of this Resolution.
Unless such authority is withheld, the persons named in the enclosed Proxy
intend to vote FOR the amendment to the Option Plan of the Corporation attached
to this Circular as Schedule "1".
8. ORDINARY RESOLUTION - APPROVAL OF FUTURE PRIVATE PLACEMENTS
Management is of the view that potential acquisitions and additional funding of
the Corporation's operations may be required in the future and as a result
Shareholder approval for additional issuances of the Corporation's common shares
may be required. At the present time the Corporation has no plans for the
issuance of shares in any specific transaction. The Directors of the
Corporation are of the view that it would be prudent for the Shareholders of the
Corporation to pass a resolution authorizing the Corporation acting through its
Board of Directors to negotiate acquisitions or to secure additional funds by
way of the issuance of additional common shares. There will be no further
approval of Shareholders before issuance of these additional common shares.
Common shares to be issued will have the same rights and attributes as currently
outstanding common shares. Common shares do not have preemptive rights.
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<PAGE>
Shareholders are being asked to pass a resolution authorizing additional private
placements or share issuances for acquisitions which would take place within one
(1) year of the date of this Circular. Such future private placements or share
issuances for acquisitions will be subject to the following terms:
1. All of the private placement financing or share issuances for
acquisitions will be carried out in accordance with the applicable
securities laws and regulations.
2. Such future private placements or share issuances for acquisitions
would not result in additional shares of the Corporation being issued
in an amount exceeding fifty (50%) percent of the current number of
issued and outstanding shares (in the aggregate) of the Corporation.
3. Any of the future private placements or share issuances for acquisitions
would be substantially at arm's length.
4. Any of the future private placements or share issuances for acquisitions
would require the consent of at least 75% of the Directors of the
Corporation.
The resolution with respect to share issuances for acquisitions or private
placement financing requires confirmation by a majority of the votes cast
thereon at the Meeting.
Shareholders are advised that, if approved, this resolution will give the Board
of Directors complete discretion to issue additional common shares without
having to bring details to the shareholders for discussion and approval. This
could be a disadvantage to shareholders if the marketplace considers additional
amounts authorized (even though unissued) when considering potential dilution of
earnings and cash flows. In addition, the actual issuance of a significant
number of additional common shares would mean more shares outstanding and each
shareholder's interest in the Corporation would be reduced. There can be no
assurance that the Corporation would use its authority to issue additional
common shares in ways which would not increase the dilution of the current
shareholders and cause the price of the common shares to decline in the
marketplace.
Unless otherwise specified, the persons named in the enclosed form of proxy will
vote FOR the Resolution. The text of the Resolution to be submitted to the
Shareholders at the Meeting is attached to this Circular as Schedule "2".
9. SPECIAL RESOLUTION - CONSOLIDATION OF COMMON SHARES
The Corporation is applying to have its Common Shares listed for trading on The
Toronto Stock Exchange (the "TSE"), the Senior Equity Exchange in Canada. One
requirement of the TSE as a condition to approval for listing the Common Shares
of the Corporation is implementation of a consolidation of the issued and
outstanding Shares. Accordingly, to meet that requirement, the Shareholders of
the Corporation are being asked to approve the necessary consolidation for this
purpose.
The Shareholders of the Corporation will be asked to consider and, if advisable,
to authorize and approve the consolidation of the issued and outstanding Common
Shares of the Corporation on an up to one (1) for seven (7) basis at the
discretion of the Board of Directors. In addition to The Toronto Stock Exchange,
a requirement of other senior stock exchanges is a minimum share price as a
condition to approval for listing. With the Common Shares of the Corporation
trading at historically low levels the Corporation is proposing to
implement a consolidation of the issued and outstanding Shares in order to make
the Shares suitable for listing on other senior exchanges.
In accordance with the foregoing, the Board of Directors has proposed that the
Common Share Holders consider a special resolution to amend the Articles of the
Corporation to consolidate the issued and outstanding common shares on an up to
1 for 7 basis. The number of Common Shares issuable upon the exercise of
outstanding options, warrants or conversion privileges and the option price and
exercise price therefore, will be adjusted proportionally to reflect the Share
Consolidation.
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<PAGE>
Proxies received in favour of Management will be voted FOR the approval of the
proposed Special Resolution consolidating the Common Shares of the Corporation
on an up to 1 for 7 basis, unless a Shareholder has specified in the proxy that
his Shares are to be voted against such Special Resolution. The proposed
Resolution, which must be confirmed by at least two-thirds (2/3) of the votes
cast at the Meeting in order to become effective, is annexed to this
Circular as Schedule "3".
Notwithstanding approval of the special resolution concerning the amendment to
the Articles to consolidate the outstanding common shares on an up to one (1)
for seven (7) basis, the Board of Directors and Management of the Corporation
may determine that it is not in the best interests of the Corporation to file
Articles of Amendment in respect thereof.
10. FINANCIAL STATEMENTS AND RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Annual Report for the Corporation is enclosed herewith, which includes the
Audited Consolidated Financial Statements of the Corporation for the financial
period ended June 30, 2000, together with the Auditors' Report thereon. Items
6,7, and 8 of the Corporation's annual report are incorporated, by reference,
into this proxy statement. The Directors will lay before the Meeting the said
Audited Financial Statements and Auditors' Report. For the current year, the
Board of Directors will recommend that the Shareholders approve Lane Gorman
Trubitt, L.L.P. as the Corporation's principal auditors. Lane Gorman Trubitt,
L.L.P. served in that capacity for the year ended June 30, 2000.
Representatives of Lane Gorman Trubitt, L.L.P. are not expected to be at the
Meeting; however, if questions arise which require their comments, arrangements
have been made to solicit their response.
Proxies received in favour of Management will be voted FOR the reappointment of
Lane Gorman Trubitt, L.L.P., as Auditors of the Corporation unless a Shareholder
has specified in the proxy that his Shares are to be voted against such
Resolution.
11. GENERAL
Except as otherwise indicated, information contained herein is given as of
November 3, 2000. Management knows of no other matters to come before the
Meeting of Shareholders. However, if any other matters which are not now known
to Management should come properly before the Meeting, the proxy will be voted
on such matters in accordance with the best knowledge of the person voting it.
12. SHAREHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders' Proposals intended to be presented at the Annual Meeting for the
year 2001 must be received by the Corporation no later than July 31, 2001 for
inclusion in the Corporation's Proxy Statement and form of proxy for that
Meeting. Proposals may not exceed 500 words.
15
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13. DIRECTORS APPROVAL
The contents and the sending of this Circular to the Shareholders of the
Corporation have been approved by the Board of Directors of the Corporation.
DATED at Oklahoma City, Oklahoma this 16th day of November, 2000.
BY ORDER OF THE BOARD
JACK E. WHEELER
Chief Executive Officer
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SCHEDULE "1"
ORDINARY RESOLUTION RE: AMENDMENT TO STOCK OPTION PLAN
WHEREAS the maximum number of Shares eligible for issuance pursuant to the grant
of options under the 1997 Stock Compensation Plan of the Corporation, as amended
from time to time (the "Plan"), is 8,000,000;
AND WHEREAS as of the date of the Circular to which this Resolution is attached,
an aggregate of 131,159,006 Common Shares and Special Warrants were issued and
outstanding and, as a result, Management proposes that the maximum number of
Common Shares eligible for issuance under Stock Options granted under the Plan
be increased to 13,000,000 (approximately 10% of the aggregate 131,159,006
Shares outstanding);
AND WHEREAS the Corporation desires to maximize the utility of the Plan by
increasing the number of Common Shares eligible for issuance pursuant to the
grant of options under the Plan to the maximum permitted under applicable
securities laws and regulations;
AND WHEREAS applicable securities laws and regulations require Shareholder
approval to any amendments to the Plan, including amendments increasing the
maximum number of shares reserved for issuance under a particular plan as
contemplated herein;
NOW THEREFORE BE IT RESOLVED THAT:
1. An Amendment to the Plan increasing the maximum aggregate number of
Common Shares reserved by the Corporation for issuance pursuant to
options granted under the Plan from 8,000,000 to 13,000,000 is hereby
authorized, approved and confirmed.
2. Any one Director or Officer of the Corporation be and he is hereby
authorized and directed to execute under the corporate seal or otherwise
all such deeds, documents, instruments and assurances, and do all such
acts and things as in his opinion may be necessary or desirable to
give effect to this resolution.
<PAGE>
SCHEDULE "2"
ORDINARY RESOLUTION RE: FUTURE SHARE ISSUANCES
FOR ACQUISITIONS OR PRIVATE PLACEMENTS
NOW THEREFORE BE IT RESOLVED THAT:
14. The Directors of the Corporation be and they are hereby authorized and
directed to arrange from time to time share issuances in the capital of
the Corporation for acquisitions or private placements subject to the
following terms:
(1) All share issuances for acquisitions or private placement financing
will be carried out by the Corporation in accordance with the
applicable laws and regulations.
(2) The future share issuances for acquisitions or private placements
will not result in additional shares of the Corporation being issued
in an amount exceeding fifty (50%) percent of the issued and
outstanding Shares in the aggregate of the Corporation
(including the Shares to be issued on exercise of the Special
Warrants).
(3) Any of the future share issuances for acquisitions or private
placements would be substantially at arm's length.
(4) Any of the future private placements would require the consent of
at least seventy-five (75%) percent of the Directors of the
Corporation.
(5) Any one Director or Officer of the Corporation be and he is hereby
authorized and directed to execute and deliver under the corporate
seal or otherwise all such deeds, documents, instruments and assurances
and to do all such acts and things as in his opinion may be necessary
or desirable to give effect to this resolution.
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<PAGE>
SCHEDULE "3"
SPECIAL RESOLUTION RELATING TO:
CONSOLIDATION OF COMMON SHARES
_______________________________
WHEREAS it is considered advisable to consolidate the issued and
outstanding Common Shares of the Corporation on an up to one (1) for seven
(7) basis;
NOW THEREFORE BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The Articles of the Corporation be amended to consolidate (the
"Consolidation") the issued and outstanding Common Shares in the capital
of the Corporation (the "Pre-Consolidation Shares") by changing each of
the issued and outstanding Pre-Consolidation Shares of the Corporation
into no less than one-seventh (1/7)] of a Common Share in the capital
of the Corporation (the "Post-Consolidation Shares").
2. No fractional Post-Consolidation Shares shall be issued in connection with
the Consolidation and, in the event that a Shareholder would otherwise be
entitled to receive a fractional Post-Consolidation Share upon such
Consolidation, a number of Post-Consolidation Shares to be issued to such
Shareholder shall be rounded up to the nearest whole number of shares.
3. Any Director or Officer of the Corporation be and is hereby authorized to
do all things and execute all instruments necessary or desirable to give
effect to this special resolution including, without limitation, to deliver
Articles of Amendment under the Business Corporations Act (Yukon).
4. Notwithstanding that this Special Resolution has been duly passed by the
Shareholders of the Corporation, the Directors of the Corporation be, and
they are hereby authorized and empowered to revoke this Special Resolution
at any time prior to the issue of a Certificate of Amendment giving effect
to the Amendment to the Articles of the Corporation set forth above and to
determine not to proceed with the Amendment without further approval of the
Shareholders of the Corporation.
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ASPEN GROUP RESOURCES CORPORATION
3300 Bank One Center, 100 North Broadway
Oklahoma City, OK 73102
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT an Annual and Special meeting (the
"Meeting") of shareholders of ASPEN GROUP RESOURCES CORPORATION (the
"Corporation") will be held at, 3300 Bank One Center, 100 North Broadway,
Oklahoma City, OK 73102 U.S.A. on Wednesday, the 20th day of December, 2000 at
the
hour of 10:30 o'clock in the forenoon (local time), for the following purposes:
(1) To receive and consider the audited consolidated financial statements
of the Corporation for the financial period ended June 30, 2000,
together with the auditors' report thereon;
(2) To re-appoint the auditors, at a remuneration to be fixed by the
directors of the Corporation;
(3) To elect six (6) directors of the Corporation;
(4) To consider and, if deemed advisable, to pass with or without
variation, an ordinary resolution approving an amendment to the
Corporation's Stock Option Plan to increase the maximum number of
common shares available for issuance pursuant to options granted
under the Corporation's Stock Option Plan, in the form of resolution
annexed as Schedule 1 to the Management Information Circular;
(5) To consider and, if deemed advisable, to pass with or without
variation, an ordinary resolution in the form annexed as Schedule 2
to the Management Information Circular authorizing the Corporation
to enter into private placement agreements with arm's length
subscribers to occur within one year of the date of the Meeting;
(6) To consider and, if deemed advisable, to pass with or without
variation, a special resolution to approve the consolidation of
the Corporation's issued and outstanding common shares on an up to
one (1) for seven (7) basis, in the form of special resolution annexed
as Schedule 3 to the Management Information Circular; and
(7) To transact such other business as properly may be brought before
the Meeting or any adjournment or adjournments thereof.
<PAGE>
The specific details of the matters to be put before the Meeting as
identified above are set forth in the management information circular and proxy
statement of the Corporation (the "Circular") accompanying and forming part of
this Notice.
This Notice, the accompanying Circular, and the enclosed Annual Report
on Form 10-KSB, including the consolidated financial statements for the
financial period ended June 30, 2000, have been sent to each director of the
Corporation, each shareholder of the Corporation entitled to notice of the
Meeting and the auditors of the Corporation. Shareholders of record at the
close of business on November 3, 2000 are the only shareholders entitled to
notice of the Meeting.
Shareholders who are unable to attend the Meeting in person are
requested to sign and return the enclosed form of proxy to the Corporation at
3300 Bank One Center, 100 North Broadway, Oklahoma City, OK 73102. Whether you
expect to attend the meeting or not, please vote, sign, date and return the
enclosed proxy. If you are a registered shareholder and attend the meeting, you
may vote your shares in person, even though you previously signed and returned
your proxy.
DATED at Oklahoma City, Oklahoma this 16th day of November, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
JACK E. WHEELER
Chairman and Chief Executive Officer
NOTE: The directors have fixed the hour of 4:00 p.m. (local time) on the
4th day of December, 2000 before which time the instrument of proxy
to be used at the Meeting must be deposited with the Corporation at
3300 Bank One Center, 100 North Broadway, Oklahoma City, OK 73102,
provided that a proxy may be delivered to the Chairman of the Meeting
on the day of the Meeting or any adjournment thereof prior to the time
for voting.
<PAGE>
ASPEN GROUP RESOURCES CORPORATION
3300 Bank One Center, 100 North Broadway, Oklahoma City, OK 73102
FORM OF PROXY SOLICITED BY THE
BOARD OF DIRECTORS OF ASPEN GROUP RESOURCES CORPORATION
FOR USE AT THE ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON DECEMBER 20, 2000
The undersigned shareholder(s) of ASPEN GROUP RESOURCES CORPORATION (the
"Corporation") hereby appoint(s) in respect of all of his or her shares of the
Corporation, JACK E. WHEELER, Chief Executive Officer, Chairman of the Board and
a director of the Corporation, or failing him, JAMES E. HOGUE, a director of the
Corporation, or in lieu of the foregoing ______________________ as nominee of
the undersigned, with power of substitution, to attend, act and vote for the
undersigned at the annual and special meeting (the "Meeting") of shareholders of
the Corporation to be held on the 20th day of December, 2000 at the time of
10:30 o'clock in the forenoon (Oklahoma time), and any adjournment or
adjournments thereof, all of the shares of the corporation which the undersigned
would be entitled to vote if personally present, and direct(s) the nominee to
vote the shares in the manner indicated below:
1. Election of Directors: FOR all nominees listed below ( )
Board recommends "FOR". (except as marked to the contrary below)
WITHHOLD AUTHORITY ( )
to vote for all nominees listed below.
INSTRUCTION: to withhold authority to vote for any individual nominee, strike
through the nominee's name below.
Jack E. Wheeler, James E. Hogue, Anne Holland, Randall B. Kahn, Wayne T. Egan
and Lenard Briscoe.
2. TO VOTE FOR ( ) WITHHOLD FROM VOTING ( ) on the ordinary
resolution authorizing and approving the re-appointment of Lane Gorman
Trubitt, L.L.P. as the auditors of the Corporation for the fiscal year
ending June 30, 2001, to hold such office until the close of the next
annual meeting of the shareholders of the Corporation, and on authorizing
the directors of the Corporation to fix the remuneration of the auditors
of the Corporation.
3. TO VOTE FOR ( ) AGAINST ( ) ABSTAIN FROM ( ) an ordinary
resolution approving an amendment to the Corporation's stock option plan
to increase the maximum number of common shares available for issuance
pursuant to options granted under the Corporation's stock option plan.
4. TO VOTE FOR ( ) AGAINST ( ) ABSTAIN FROM ( ) an ordinary
resolution authorizing the Corporation to enter into private placement
agreements with arm's length subscribers to occur within one year of the
date of the Meeting.
5. TO VOTE FOR ( ) AGAINST ( ) ABSTAIN FROM ( ) a special
resolution authorizing and approving the consolidation of all of the
Corporation's issued and outstanding common shares on an up to one (1)
for seven (7) basis.
If any amendments or variations to matters identified in the Notice of the
Meeting are proposed at the Meeting or if any other matters properly come before
the Meeting, this proxy confers discretionary authority to vote on such
amendments or variations or such other matters according to the best judgment of
the person voting the proxy at the Meeting.
DATED the day of , 2000.
________________________________
Signature of Shareholder(s)
________________________________
Print Name
<PAGE>
NOTES:
(1) This form of proxy must be dated and signed by the appointor or his or
her attorney authorized in writing exactly as the appointors name appears on the
stock certificate or, if the appointor is a body corporate, the form of proxy
must be executed by an officer or attorney thereof duly authorized or, if the
appointor is a partnership, the form must be executed in partnership name by
authorized person. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full titles. If shares
are held by joint tenants, both must sign. If the proxy is not dated, it will
be deemed to bear the date on which it was mailed.
(2) The shares represented by the proxy will be voted or withheld from
voting in accordance with the instructions of the shareholder on any ballot that
may be called for.
(3) A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE
MEETING OTHER THAN THE PERSON DESIGNATED IN THIS FORM OF PROXY. SUCH RIGHT MAY
BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN THIS FORM OF
PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE THE NAME OF
THE DESIRED PERSON OR BY COMPLETING ANOTHER FORM OF PROXY AND, IN EITHER CASE,
DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE CORPORATION AT 3300 BANK ONE
CENTER, 100 NORTH BROADWAY, OKLAHOMA CITY, OKLAHOMA, 73102, AT ANY TIME PRIOR TO
4:00 P.M. (OKLAHOMA TIME) ON THE 19th DAY OF DECEMBER, 2000.
(4) IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE PERSONS NAMED IN
THIS PROXY WILL VOTE FOR EACH OF THE MATTERS IDENTIFIED IN THIS PROXY.
(5) This proxy ceases to be valid one year from its date.
(6) If your address as shown is incorrect, please give your correct address
when returning this proxy.
(7) This proxy should be folded, stapled, stamped and mailed to one of the
two addresses set out below. Canadian and European residents should use the
Toronto address. United States residents should use the Oklahoma address.
United States Residents
c/o Aspen Group Resources Corporation
3300 Bank One Center, 100 North Broadway, Oklahoma City, OK 73102
Canadian and European Residents
c/o Equity Transfer Services Inc.
Richmond Adelaide Centre, Suite 420
120 Adelaide St. W., Toronto, ON M5H 4C3
<PAGE>
