<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E) (2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (s) 240.14a-11(c) or (s) 240.14a-12
Oasis Oil Corporation
(Name of Registrant as Specified in Its Charter)
(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)(4) 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:
<PAGE>
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(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:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101
SEC 1913 (3-99)
<PAGE>
OASIS OIL CORPORATION
1800 ST. JAMES PLACE, SUITE 101, HOUSTON, TEXAS 77056
TELEPHONE 713-627-8875
August 6, 1999
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 3, 1999
To All Holders of the Common Stock
and the Series B Preferred Stock
of Oasis Oil Corporation:
Dear Ladies and Gentlemen:
Please take notice that the Annual Meeting of the Shareholders (the
"Meeting") of Oasis Oil Corporation (the "Company") will be held at
the offices of Oasis Oil Corporation at 1800 St. James Place, Suite 101,
Houston, Texas 77056, at 3:00 P. M. Central Time on Friday, September 3,
1999, for the following purposes:
1. To elect a Board of Directors of three members.
2. To transact such other business as may properly come before the
Meeting.
The close of business on July 26, 1999, has been fixed as the Record
Date for the determination of shareholders who are entitled to receive
notice of and to vote at the Meeting.
There are transmitted herewith for your use with respect to the Meeting
a Proxy Statement, a Proxy Card, and an Annual Report for the Company.
Please review the enclosed material, then mark, date, and sign the
Proxy Card, and return the Proxy Card to the Company as soon as
possible.
Yours very truly,
OASIS OIL CORPORATION
By
Secretary
OASIS OIL CORPORATION
<PAGE>
1800 ST. JAMES PLACE, SUITE 101, HOUSTON, TEXAS 77056
TELEPHONE 713-627-8875
-----------------------------------------
PROXY STATEMENT
----------------------------------------------------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 3, 1999
----------------------------------------------------------------------
1. DATE, TIME, PLACE, PROXY SOLICITORS, REVOCABILITY OF PROXY
----------------------------------------------------------------------
This Proxy Statement is being sent to you by the Board of Directors
of Oasis Oil Corporation, a Nevada corporation (the "Company"), which
Board consists of Messrs. C. A. Beane, Dale Hill, and James Hagan, and
by Messrs. C. A. Beane, Dale Hill, and James Hagan in their individual
capacities as shareholders of the Company, (all of whom are hereinafter
referred to as the "Proxy Solicitors") as and for the solicitation for
proxies for use by the Proxy Solicitors at the Annual Meeting of
Shareholders of the Company (the "Meeting") to be held at 3:00 P. M.
Central Time on Friday, September 3, 1999, at the offices of the Company
at 1800 St. James Place, Suite 101, Houston, Texas 77056, and at any
adjournment or postponement thereof. It is anticipated that this Proxy
Statement and the accompanying Proxy will be first sent to shareholders
about August 18, 1999. The Company is paying all expenses with respect
to this Proxy Statement and proxy solicitation and the Meeting. A Proxy
is enclosed for you to sign and return which constitutes your authority
for the Proxy Solicitors to vote your shares of the Company's
outstanding common stock and, if any, Series B Preferred Stock at the
Meeting. If you sign and return the Proxy, Messrs. C. A. Beane, Dale
Hill, and James Hagan will jointly hold your proxy and will vote your
stock at the Meeting. At the Meeting, there will be a vote of share-
holders for the election of three directors. If you sign and return the
Proxy, your proxy will be voted at the Meeting, Where a choice is
specified in the Proxy as to the vote with respect to the election of
directors or otherwise, your proxy will be voted in accordance with such
specifications. If no specification is made but the Proxy is properly
signed and returned by you, the shares represented by the Proxy will be
voted by the Proxy Solicitors in favor of the nominees for election as
directors of the Company. This Proxy Statement solicits a grant of
discretionary authority. With respect to matters other than the election
of directors that may come before the Meeting, or any adjournment
thereof, unless otherwise specified, your Proxy will be voted in
accordance with the best judgment and discretion of the Proxy
Solicitors. The number of shares represented by Proxies returned to the
Company will be tabulated by the Treasurer of the Company. Unless
Inspectors of Election are appointed at the Meeting, votes cast at the
Meeting will be counted by the Secretary and the Treasurer of the
Company. If you sign and return the Proxy, you may at a later time
revoke the Proxy. A shareholder submitting the Proxy has the right to
revoke it by notifying the Secretary of the Company in writing at any
time prior to the voting of the Proxy, or by signing and delivering to
the Secretary of the Company a later-dated Proxy, or by attending the
Meeting and voting in person.
<PAGE>
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2. RECORD DATE, OUTSTANDING SHARES, AND VOTING RIGHTS
- ----------------------------------------------------------------------
The close of business on July 26, 1999, has been fixed by the Board
of Directors of the Company as the Record Date for the determination of
shareholders entitled to notice of and to vote at the Meeting. On the
Record Date, the Company had outstanding 7,150,000 shares of common
stock, each share having one vote for a total of 7,150,000 votes for the
common stock, and 63,694 shares of Series B Preferred, each share having
five votes for a total of 318,470 votes for the Series B Preferred
Stock. The total voting power of the Company is therefore 7,468,470
votes. The presence in person or by proxy of the holders of a majority
of the total voting power of the Company, or 3,734,236 votes, is
necessary to constitute a quorum at the meeting. If a quorum is not
present, the Meeting may be adjourned from time to time until a quorum
is present. If a quorum is present, the vote of a majority of the shares
represented at the meeting in person or by proxy is required to approve
any action other that the election of directors. Pursuant to Nevada law,
directors are elected by a plurality of the votes cast in the election
of directors.
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3. AVAILABILITY OF ANNUAL REPORT
- ---------------------------------------------------------------------
FOR YOUR REVIEW, A COMPANY-PREPARED ANNUAL REPORT ACCOMPANIES THIS
PROXY STATEMENT. THE COMPANY FILES QUARTERLY AND ANNUAL REPORTS WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING AN ANNUAL REPORT ON SEC
FORM 10-KSB. THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS FORM
10-KSB FOR ITS MOST RECENTLY COMPLETED FISCAL YEAR TO EACH RECORD HOLDER
OR BENEFICIAL OWNER OF ITS COMMON STOCK OR SERIES B PREFERRED STOCK ON
THE RECORD DATE WHO MAKES A WRITTEN REQUEST TO THE COMPANY FOR A COPY OF
THAT FORM. SUCH REQUESTS SHOULD BE DIRECTED TO OASIS OIL CORPORATION,
1800 ST. JAMES PLACE, SUITE 101, HOUSTON, TEXAS 77056, ATTENTION
SHAREHOLDER SERVICES. THE COMPANY'S REPORTS TO THE SEC ARE FILED
ELECTRONICALLY BY MEANS OF THE SEC'S EDGAR ELECTRONIC FILING SYSTEM AND
CAN BE OBTAINED AT THE INTERNET SITE OF THE SECURITIES AND EXCHANGE
COMMISSION AT HTTP//WWW.SEC.GOV.
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4. MATTERS WHICH WILL OR MAY COME BEFORE THE MEETING
- --------------------------------------------------------------------
A. ELECTION OF DIRECTORS
As a matter which will come before the Meeting and require a vote of
shareholders, directors will be elected. The Company is presently
authorized to have three directors. Messrs. C. A. Beane, Dale Hill, and
James Hagan presently serve as the directors of the Company. The Proxy
Solicitors have nominated for election as directors at the Meeting
Messrs. C. A. Beane, Dale Hill, and James Hagan. The Proxy Solicitors
intend to vote the shares represented by the proxies for the election of
those nominees. All of the nominees are willing to serve as directors,
but if any nominee should refuse or be unable to serve, the Proxy
Solicitors intend to vote the proxies for the election as a director of
<PAGE>
another person nominated at the Meeting by the Proxy Solicitors. Under
the law of the State of Nevada, directors of the Company are to be
elected annually by the Company's shareholders. Directors who are
elected at the Meeting will serve until their successors are elected and
qualified and take office. Votes cast for a nominee at the Meeting will
be counted as votes for the election of said nominee as a director of
the Company. Abstentions or votes withheld or votes against a nominee at
the Meeting will be counted as votes cast against the election of a
nominee to be a director of the Company. The following table sets forth
certain information with respect to each of the nominees for election as
a director of the Company:
<TABLE>
<S> <C> <C> <C>
Name Age Director Since Office
- ---- --- -------------- ------
C. A. Beane 62 1996 Director and President
Dale Hill 58 1998 Director
James Hagan 64 1980 Director and Secretary
</TABLE>
The present principal occupations, affiliations, and other
biographical information for the past five years of the aforesaid
nominees for election as directors are set forth below.
C. A. BEANE. Mr. Beane is a current director and the President of the
Company. Mr. Beane has been the President of the Company since November,
1996. During 1995 and 1996, Mr. Beane was a director of and the
President of Acacia Crude Corporation, which was renamed to be the
Company's former operating subsidiary, Oasis Transportation and
Marketing Corporation ("OTMC"). During 1994, Mr. Beane was a director
of and the Chairman of Eureka International Trading Corporation and
Eureka Production Corporation..
DALE HILL. Mr. Hill is a director of the Company and is the President
of Triasis Pipeline Corporation, a Nevada corporation which is a wholly-
owned subsidiary of the Company and which presently seeks to obtain a
contract pursuant to which it will construct a pipeline in southern New
Mexico. Mr. Hill is, and has been during and since 1994, a shareholder,
director, of and the President of Triangle Operating, Inc., a Texas
corporation formed to operate oil and gas properties, and a member of
Triangle Operating LLC, a Texas limited liability company formed to own
oil and gas properties. Triangle Operating, Inc. is the owner of record
of 1,000,000 shares of the common stock of the Company.
JAMES HAGAN. Mr. Hagan is a director and the Secretary of the
Company, but is not an employee of the Company. Mr. Hagan is and has
been since 1994 and before an attorney licensed to practice law in the
State of California and is and has been a member of the law firm of
Hagan, Saca & Hagan Law Corporation in Palo Alto and San Francisco,
California. Mr. Hagan and his law firm were retained in November, 1996,
to represent the Company to be its attorneys from his office in
California. Mr. Hagan was a director of and the President of the Company
prior to October, 1996, when it was named Vida Medical Systems, Inc.
<PAGE>
B. OTHER MATTERS
No other matters are scheduled to come before the Meeting. However,
it is possible that other matters may properly come before the Meeting.
As set forth above, with respect to any matters, other than the election
of directors, that may come before the Meeting, or any adjournment or
postponement thereof, unless otherwise specified, the proxies will be
voted in accordance with the best judgment and discretion of the Proxy
Solicitors.
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5. EXECUTIVE OFFICERS OF THE COMPANY
- ----------------------------------------------------------------------
The Company is required by the law of the State of Nevada and by its
Bylaws to have a President, a Treasurer, and a Secretary, and the
Company has elected persons to those offices. The officers of the
Company are elected by and serve at the will of the Board of Directors.
The names and ages of the present executive officers of the Company as
of the Record Date, together with the positions and offices which each
such person holds with the Company are:
<TABLE>
<S> <C> <C> <C>
Name Age Position Served as Officer Since
---- --- -------- -----------------------
C. A. Beane 62 President 1996
Susan Penticoff 42 Treasurer 1996
James Hagan 64 Secretary 1980
</TABLE>
With respect to Mr. Beane and Mr. Hagan, please refer to the
biographical material which is set forth above describing the nominees
for election as a director of the Company.
SUSAN PENTICOFF. Mrs. Penticoff has been the Treasurer of the Company
since November, 1996. During 1995 and 1996, Mrs. Penticoff was Vice
President of Acacia Crude Corporation, which was renamed to be the
Company's former operating subsidiary, OTMC. During 1994, Mrs. Penticoff
was the Secretary of Eureka International Trading Corporation and Eureka
Production Corporation.
<PAGE>
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6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------
The following table sets forth as of the Record Date the number of
shares of common stock and of Series B Preferred Stock owned
beneficially by each person who is known by the Company to own more than
5% of said voting securities and by the directors and executive officers
of the Company individually and as a group. So far as the Company is
aware, no director, executive officer, or beneficial owner owns any
shares except as set forth below. The Company is advised that, except as
shown below, all of such shares are beneficially owned and that the sole
investment and voting power is held by the persons named below. With
respect to the Series B Preferred Stock specified below, the number of
shares has been calculated and reflected below as the number of votes
that may be cast at the Meeting by each holder thereof.
<TABLE>
<S> <C> <C> <C> <C>
No of No. of Shares Common Series
Shares of Series B Stock B
Name and Address of owner Common Stock Preferred Stock Percent Percent
- ------------------------- ------------ --------------- ------- -------
C. A. Beane, 737,290 18,245 12% 5.7%
Director and President
9145 Briarforest,
Houston, TX 77024
Triangle Operating, Inc. 1,000,000 -- 14% --
Voted by Dale Hill,
Director
1800 St. James Place,
Suite 101,
Houston, TX 77056
James Hagan ,
Director and Secretary 215,063 -- -- --
200 Page Mill Road,
Suite 150,
Palo Alto, CA 94306
Susan L. Penticoff,
Treasurer 49,548 -- -- --
11802 Basilica,
Houston, TX 77099
W. Guerry Bangert 516,016 -- 8.4% --
146 Sugarberry Circle,
Houston, TX 77024
Gupco Finanzaria, S.A. 678,516 -- 11% --
Favona S.A. Societe Fid 15-17
Rue de la Cite BP 452,
1211 Geneva 11, Switzerland
<PAGE>
Maurice Duncan 528,516 65,750 8.6% 20.6%
(former director)
4325 East 87th Street,
Tulsa, OK 74137
Boland Machine and 495,484 -- 8.0% --
Manufacturing Co., Inc.
Voted by Robert J. Monroe
(former director)
288 St. Charles Street,
New Orleans, LA 70130
Carl Pfeiffer
(former director) 214,710 52,005 -- 16.3%
2112 Fulham Court,
Houston, TX 77063
Neil Lande (former director) 20,065 owned directly 12.4%
4265 San Felipe, Suite 230, 19,440 owned as trustee
Houston, TX 77027
Kestral Establishment 22,745 -- 7.1%
Pflugstrasse 20, 9490 Vaduz,
Liechtenstein
All current directors
and executive officers
as a group (4 persons) 2,001,901 18,245 30% 12.0%
</TABLE>
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7. CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS
- ------------------------------------------------------------------------
Within the last two fiscal years, the Company has engaged in five
transactions which are described below in which a person who was then or
is now a director or officer had a direct or indirect material interest.
From November, 1996, the Company has retained the law firm of Hagan,
Saca & Hagan Law Corporation as its general counsel. That law firm is an
affiliate of Mr. James Hagan who is a director and Secretary of the
Company. The Company has paid the amounts set forth in Section 8-B below
to said law firm for legal services rendered to the Company.
During 1997, the Company borrowed money from the Estate of Edgar
Monroe, the administrator of which estate is Robert J. Monroe, who was
then a director of the Company. As off December 31, 1997, the principal
amount of that loan was $445,779. That loan was repaid in 1998 together
with $18,144 in interest.
During 1998, the Company acquired from Triangle Operating, Inc.,
("Triangle"), of which Mr. Dale Hill is an affiliate, the assignment
of a pipeline construction contract pursuant to which the Company is
entitled to construct a pipeline in the State of New Mexico, which
contract is expected to yield a profit of approximately $2,000,000. Mr.
Hill was not then a director of the Company. Under the agreement with
<PAGE>
Triangle, which was amended in 1999 when Mr. Hill was a director of the
Company, in 1998 in exchange for the assignment of the pipeline
construction contract, the Company issued to Triangle a promissory note
in the amount of $50,000, 1,000,000 shares of common stock, and a
warrant to purchase an additional 1,500,000 of common stock at the
exercise price of $2.00 per share.
In 1998, the Company borrowed the sum of $30,000 from each of five
directors. Said directors were Messrs. C. A. Beane, Bruce Withers, Carl
Pfeiffer, Maurice Duncan, and Hagan, Saca & Hagan Law Corporation, an
affiliate of James Hagan. The company issued promissory notes to said
persons bearing 12% interest. Said notes have now been repaid in full
with interest.
During 1997, the Company, by and through its wholly-owned operating
subsidiary, OTMC, entered into a five-year five-month employment
agreement with John Findley, President of OTMC. Under that employment
agreement, Mr. Findley is to receive salary compensation of $10,000 per
month throughout the term of the agreement plus bonus compensation based
on OTMC profits. OTMC has now been sold to a third party.
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8. EXECUTIVE COMPENSATION
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A. DIRECTORS
During 1996, 1997, and 1998, (i) the Company did not compensate
directors for their services as directors or for their services on the
Audit Committee, (ii) directors did not receive any fringe benefits from
the Company, (iii) no effective grant of stock options or other such
compensation was made to directors, and (iv) the Company reimbursed
directors for their actual out-of-pocket expenses incurred in attending
meetings of the Board of Directors or otherwise for or on behalf of the
Company.
B. EXECUTIVE OFFICERS
During 1996, 1997, and 1998, (i) no effective grant of stock options
or other such compensation was made to executive officers of the
Company, (ii) the Company reimbursed executive officers for their actual
out-of-pocket expenses incurred for or on behalf of the Company, and
(iii) officers who were also employees of the Company received certain
fringe benefits from the Company in the form of health insurance.
During 1996, 1997, and 1998, the Company paid the following cash
compensation to executive officers:
<TABLE>
<S> <C> <C> <C> <C>
Other
Name and Position Year Salary in $ Bonus in $ Compensation in $
- ----------------- ---- ----------- ---------- --------------------
C. A. Beane, 1996 71,000 0 0
President 1997 81,200 0 0
1998 141,750 0 0
<PAGE>
Susan Penticoff, 1996 44,000 0 0
Treasurer 1997 49,200 0 0
1998 62,318 0 0
James Hagan,
Secretary (These 1996 0 0 0
(amounts were paid 1997 0 0 54,583
to Mr. Hagan's 1998 0 0 59,167
(law firm for legal
services)
John Findley, 1996 0 0 0
President of OTMC 1997 57,398 0 0
1998 119,990 0 0
</TABLE>
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9. ADDITIONAL INFORMATION
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A. THE COMPANY AND THE BOARD AND THE AUDIT COMMITTEE
The Company has no parent. The Company has no pension, profit-
sharing, deferred compensation, life insurance, disability insurance, or
other such plans. The Company at present has no stock option plan. There
is no employment agreement between the Company and any of its current
officers. The Company maintains an Audit Committee of the Board of
Directors. The Company has no compensation, nominating, or other
committees. The function of the Audit Committee is to confer with and
assist the Company's independent auditors. According to the records of
the Company, during 1998, the Audit Committee met one time. The current
Audit Committee is a committee of one and James Hagan is the committee
member. During 1998, the Board of Directors met eight times. All of the
incumbent directors attended at least 75% of those meetings. During the
last two fiscal years, there has been no change in the shareholding
control of the Company, and there are no known arrangements which may
result in a change of shareholding control of the Company in the
foreseeable future.
B. DIRECTORS AND EXECUTIVE OFFICERS
No family relationship exists between any director, nominee, or
executive officer and any other director, nominee, or executive officer.
No arrangement or understanding exists or has existed between any
director, nominee, or executive officer and any other person or entity
pursuant to which the director, nominee, or executive officer was
elected or selected as such. During the past five years, no director,
nominee, or executive officer has been involved in a bankruptcy
proceeding, has been subject to any judgment or order barring him or her
from the conduct of any business or any securities or banking
activities, has been found by a court in a civil action to have violated
any state or federal securities or commodities law, or has been
convicted of a crime other than a minor traffic infraction. There is no
material proceeding in which any director, nominee, executive officer,
record or beneficial owner of more than 5% of any class of voting
securities, or security holder is an adverse party to the Company.
<PAGE>
Except as set forth in the Section hereof entitled CERTAIN RELATIONSHIPS
AND CERTAIN TRANSACTIONS, there has been no transaction or proposed
transaction within the past two years in which the Company was a party
and any director, nominee, executive officer, 5% security holder, or the
immediate family thereof had a direct or indirect material interest.
C. PROXY SOLICITATION AND COSTS
The cost of preparing, assembling, printing, and mailing this Proxy
Statement and the enclosed Proxy and the cost of soliciting proxies
relating to the Meeting will be borne by the Company. The original
solicitation of proxies will be by mail which solicitation may be sup-
plemented by telephone, telegram, facsimile, or personal solicitation by
directors, officers, or other agents of the Company, but no additional
compensation will be paid to any officer or director of the Company for
any such activities.
D. SHAREHOLDER PROPOSAL DEADLINES
Any shareholder who wishes to submit a proposal to be included in the
Company's proxy materials relating to the next Annual Meeting of the
shareholders of the Company must insure that the Company receives any
such proposal not later than December 31,1999. The date of January 31,
1999, is the date after which notice of a shareholder proposal submitted
outside the normal process for the submission of shareholder proposals
is untimely.
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10. NO TRADING IN THE STOCK OF THE COMPANY
- ---------------------------------------------------------------------
Neither the common stock of the Company nor the Series B Preferred Stock
trades in any public market.
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11. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------
Based on a review of SEC Forms 3, 4, and 5 furnished or not furnished
to the Company during 1998 and prior years, it appears that all of its
directors, officers, and beneficial owners of more than 10% of the
Company's equity securities failed to file on a timely basis Form 3 or
Form 5 reports required by section 16(a) of the Exchange Act during 1998
and prior years. This group includes all persons listed in Section 6
above plus Mr. Bruce Withers, a former director, and except W. Guerry
Bangert and Kestral Establishment Because the stock of the Company does
not trade in any public market, so far as the Company is aware, no
officer or director has sold or transferred any of the Company's common
stock or Series B Preferred Stock except to place some or all of such
stock into a trust for estate or family purposes. Accordingly, it
appears that no directors, officers, or beneficial owners of more than
10% of the Company's equity securities was required to file an SEC
Report on Form 4. Immediately following the Meeting, the Company
anticipates that all reports on SEC Form 3 will be made and that,
thereafter, all directors, officers, and beneficial owners of more than
10% of the Company's equity securities will timely file any required
reports on SEC Forms 3, 4, or 5.
<PAGE>
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12. INDEPENDENT PUBLIC ACCOUNTANTS
- ---------------------------------------------------------------------
BDO Seidman, LLP, Certified Public Accountants located in Houston,
Texas, serves as independent auditor of the Company. A representative of
that firm is expected to be present at the Meeting, and will be invited
to make a statement and will be available to answer questions. The
Company knows of no direct or indirect material financial interest of
BDO Seidman, LLP, in the Company, or any connection of that firm, or any
of its members, with the Company in the capacity of promoter,
underwriter, voting trustee, officer, director, or employee. The Company
expects to continue to retain BDO Seidman as its independent auditor,
however, this is a matter for decision by the Board of Directors and
will not be voted upon at the Meeting.
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END OF PROXY STATEMENT
- --------------------------------------------------------------------
PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE. THANK
YOU FOR YOUR COOPERATION AND ASSISTANCE.
Dated August 17, 1999, at Houston, Texas For the Company
C. A. BEANE, as President
<PAGE>
OASIS OIL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - SEPTEMBER 3, 1999
With respect to the Annual Meeting of shareholders of the Oasis
Oil Corporation to be held on September 3, 1999, or any adjournment
thereof, the undersigned hereby constitutes and appoints C. A. Beane,
Dale Hill, and James Hagan, and each of them, as the attorneys and
proxies of the undersigned, with full power of substitution, to appear
and represent and vote at said meeting, or any adjournment thereof, as
the proxy of the undersigned as designated below all of the shares of
common stock and all of the shares of Series B Preferred Stock of Oasis
Oil Corporation held of record by the undersigned at the close of
business on July 26, 1999.
PLEASE CHECK THE APPROPRIATE BOXES
(1) For the election of the following
nominees as directors: WITHHOLD VOTE
VOTE FOR OR ABSTAIN
------- -------------
C. A. Beane [_] [_]
Dale Hill [_] [_]
James Hagan [_] [_]
(2) With respect to any other matter [_] [_]
that may come before the Meeting,
according to the best judgement and
discretion of the aforesaid attorneys
and proxies.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF OASIS OIL
CORPORATION CONSISTING OF C. A. BEANE, DALE HILL, AND JAMES HAGAN AND ON
BEHALF OF MESSRS. BEANE, HILL, AND HAGAN IN THEIR INDIVIDUAL CAPACITIES
AS SHAREHOLDERS OF THE COMPANY. IF NO VOTE IS INDICATED ABOVE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE AFORESAID NOMINEES AS
DIRECTORS AND ACCORDING TO THE BEST JUDGMENT AND DISCRETION OF SAID
ATTORNEYS AND PROXIES WITH RESPECT TO ANY OTHER MATTERS THAT MAY COME
BEFORE THE MEETING. (Continued and to be signed on the other side)
<PAGE>
(Continued from reverse side)
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY AS SOON AS POSSIBLE.
IMPORTANT: Please sign exactly as your name or names appear on the share
certificates, and when signing as an attorney, executor, administrator,
trustee or guardian, give your full title as such. If the signatory is
a corporation, sign the full corporate name by duly authorized officer,
or if a partnership, sign in partnership name by authorized person.
Date: , 1999
-------------
Signature:
----------------------
Print Name/
---------------------------------
Title of Representative
--------------------------------
Return this proxy card to Oasis Oil Corporation, 1800 St. James Place,
Suite 101, Houston, Texas 77056
