WOLF INDUSTRIES, INC.
Suite 404, 110 Cambie Street
Vancouver, British Columbia
(604) 688 6306
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 10, 1998
TO THE SHAREHOLDERS OF WOLF INDUSTRIES, INC.
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Wolf
Industries, Inc., a Nevada corporation (the "Company"), will be held at
Suite 404, 110 Cambie Street, Vancouver, British Columbia on July 10, 1998,
at 10:00 a.m., Pacific Standard Time, and at any and all adjournments
thereof, for the purpose of considering and acting upon the following
Proposals:
Proposal No. 1. ELECTION OF DIRECTORS
Proposal No. 2. APPROVAL OF THE SALE OF THE COMPANY'S WHOLLY OWNED
SUBSIDIARY, 714674 ALBERTA, LTD., AN ALBERTA
CORPORATION DOING BUSINESS AS CALGARY CHEMICAL TO GORDA
TECHNOLOGY HOLDINGS LIMITED, A TURKS AND CAICOS
ISLANDS CORPORATION
This Annual Meeting is called as provided for by Nevada law and the
Company's By-laws.
Only holders of the outstanding Common Stock of the Company of record at
the close of business on May 15, 1998, will be entitled to notice of and to
vote at the Meeting or at any adjournment or adjournments thereof.
All shareholders, whether or not they expect to attend the Annual Meeting
of Shareholders in person, are urged to sign and date the enclosed Proxy
and return it promptly in the enclosed postage-paid envelope which requires
no additional postage if mailed in the United States or Canada. The giving
of a proxy will not affect your right to vote in person if you attend the
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
ALLEN SCHWABE
SECRETARY
Vancouver, British Columbia
June 1, 1998
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Wolf Industries, Inc.
Suite 404, 110 Cambie Street
Vancouver, British Columbia
(604)688 6306
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD July 10, 1998
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of Wolf Industries, Inc., a Nevada corporation (the "Company"), for use at
the Company's Annual Meeting of Shareholders to be held at Suite 404, 110
Cambie Street, Vancouver, British Columbia on the 10th day of July, 1998,
at 10:00 a.m.,Pacific Standard Time, and at any adjournment thereof. It is
anticipated that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's shareholders on or before June 5, 1998.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated
that solicitations of proxies for the Meeting will be made only by use of
the mails; however, the Company may use the services of its Directors,
Officers and employees to solicit proxies personally or by telephone
without additional salary or compensation to them. Brokerage houses,
custodians, nominees and fiduciaries will be requested to forward the proxy
soliciting materials to the beneficial owners of the Company's shares held
of record by such persons, and the Company will reimburse such persons for
their reasonable out-of-pocket expenses incurred by them in that
connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting. Shares not voting as a result of a proxy marked
to abstain will be counted as part of total shares voting in order to
determine whether or not a quorum has been achieved at the Meeting. Shares
registered in the name of a broker-dealer or similar institution for
beneficial owners to whom the broker-dealer distributed notice of the
Annual Meeting and proxy information and which such beneficial owners have
not returned proxies or otherwise instructed the broker-dealer as to voting
of their shares, will be counted as part of the total shares voting in
order to determine whether or not a quorum has been achieved at the
Meeting. Abstaining proxies and broker-dealer non-votes will not be
counted as part of the vote on any business at the Meeting on which the
shareholder has abstained.
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The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1997, has been previously mailed or is being mailed
simultaneously to the Company's shareholders, but does not constitute part
of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's
Common Stock with each common share entitled to one vote. Only
shareholders of record at the close of business on May 15, 1998, are
entitled to notice of and to vote at the Meeting or any adjournment
thereof. On May 15, 1998, the Company had 10,684,716 shares of its
Common Stock outstanding, each of which is entitled to one vote on all
matters to be voted upon at the Meeting, including the election of
Directors. No fractional shares are presently outstanding. A majority of
the Company's outstanding voting stock represented in person or by proxy
shall constitute a quorum at the Meeting. The affirmative vote of a
majority of the votes cast, providing a quorum is present, is necessary to
elect the Directors. Cumulative voting in the election of Directors is not
permitted.
DIRECTORS AND EXECUTIVE OFFICERS.
The following are the names, positions, municipalities of residence and
relevant backgrounds of key personnel of the Corporation.
BLAIR COADY - (Age 56). Director from November 1996 to May, 1998.
President and Secretary from November 1996 until April 16, 1998. October
1992 through March 1995. Chairman of the Board of Earthwhile
Developments Inc., a Canadian corporation involved in waste management,
specifically solvent recycling, bioremediation and composting. 1985-1992,
Chairman and Director of Calto Industries Ltd., a Canadian corporation
engaged in biomedical waste remediation and solvent recycling. 1978-1984,
Director; 1978-1984, President, 1978 to 1982 of Terato Resources Ltd., a
Canadian public corporation engaged in the exploration, development and
production of oil and gas in Western Canada and the Southern United States.
1966-1976, Partner, Director and Vice President in Bongard, Leslie & Co.,
Ltd. a Canadian Investment Dealer and Brokerage firm.
JAMES DONALDSON - (Age 36). Director from November 1996 to May, 1998.
1991 to present. Donegal Developments Ltd., Vancouver, B.C., Project
Manager. Mr. Donaldson supervises property evaluation programs throughout
the western hemisphere for this mining company. 1993-1995. Nicholson &
Associates, Vancouver, B.C., Project Manager/Exploration Technician. Mr.
Donaldson supervised mining exploration programs throughout the western
hemisphere for this mining company. 1987-1994, Goldon Mining Ltd., Delta,
B.C., Geophysical Technician. Mr. Donaldson performed geophysical surveys
on mineral exploration properties throughout Canada. 1985-1987. Freegold
Recovery Inc., Vancouver, B.C., Mill Technician/Geotechnician. Mr.
Donaldson installed gravity concentrating systems and conducted testing at
various mining operations. 1984-1985, Erana Mines Ltd., Lively, Ontario,
Mill Technician. Mr. Donaldson was responsible for installing, operating
and maintaining production plant equipment for this mining company.
<PAGE>
DR. DAVID GANE - (Age 44). Director since May, 1998. Dr. Gane has
practiced restorative dentistry for 17 years and currently maintains a part
time dental practice limited to restorative and appearance related
dentistry in White Rock, British Columbia. 1988 to the present, President
and co-founder of Source Dental Imaging, Inc., White Rock, B.C. Canada, a
company specializing in the development and sales of Dental Imaging
Software. 1995 to the present, Co-founder and advisor to FX Software
Solutions, White Rock, B.C. Canada, a company specializing in the
development and sale of Imaging Solutions to Dentists and Physicians. 1993
to 1995, President and co-founder of Pro-Dentec Canada, Langley, B.C.
Canada, a dental supply business headquartered in Datesville, Arkansas.
Dr. Gane graduated from the University of Western Ontario in 1977 with a
B.Sc. with honors in Physiology and Pharmacology and obtained his D.D.S.
degree from the University of Western Ontario in 1981. Dr. Gane is a
member of the ADA Accredited Standards Committee on Dental Informatics, a
member of the Canadian Dental Association and of the Vancouver and District
Dental Society. Dr. Gane has made numerous lecture presentations and has
published articles and texts on restorative and esthetic dentistry.
JOHN EDWARD KENNETH GROVE - (Age 42). Director from November 1996 to
present. September 1994 to present, Mr. Grove is Vice President,
Vestiture Corporation, a merger, acquisition and corporate finance firm.
April 1991 to August 1994. Mr. Grove was with Armada Development Group and
responsible for leasing 150,000 square feet of new strip mall development.
June 1988 to August 1991, Mr. Grove was President and Director of CR-3
Express Ltd., a refrigerated transportation company which he created,
developed to an annual gross sales level of 7 million dollars and then sold
the company. July 1985 to February 1988, Mr. Grove was President and
Director of Hurricane Hydrocarbons Ltd., a public company of which he was
one of the founders and which he developed to a level of $600,000 gross
revenue per annum. July 1983 to July 1985, Mr. Grove was General Manager
of Slant Systems Ltd., a private oil and gas drilling company. December
1980 to June 1983, Mr. Grove was with H.C.I. Holdings Ltd. of Toronto as
an oil and gas analyst for that company and also Elliot and Page.
September 1978 to November 1980, Bastion Drilling Ltd., President and
Director. Mr. Grove graduated from the University of Alberta in 1978 with
a Bachelor of Commerce Degree.
KENNETH LIEBSCHER - (Age 55). Director since May 1998. 1990 to 1992,
Executive Vice President of Ivoclar, N.A., of Liechtenstein, a dental
products company with over $300 million in annual sales, with
responsibility for establishing its sales and distribution network in the
U.S. and Canada. From 1968 to 1990, Mr. Liebscher held various positions
ending with Manager of the West Coast Division with Dentsply International,
Inc., a dental products manufacturer with over $400 million in annual
sales. 1992 to present, President and Director of E.T.C. Industries, Ltd.,
a publicly held mineral exploration company traded on the Vancouver Stock
Exchange. 1993 to present, Director of Belmont Resources, Inc., a publicly
held oil and gas exploration company traded on the Vancouver Stock
Exchange. 1998 to present, President and Director of Caye Chapel, Inc.,
a publicly held oil and gas development company traded on the Electronic
Bulletin Board.
PATRICK MCGOWAN - (Age 59). Director, President and Chief Executive
Officer since April 16, 1998. September 1996 to the present, President of
Consolidated Ewing Industries, Inc., Vancouver, B.C., a company engaged in
oil in and
<PAGE>
gas exploration which is publicly traded on the Vancouver Stock Exchange.
November 1997 to the present, President of American Hunter Exploration,
Vancouver, B.C., Canada, a privately held Nevada corporation engaged in
oil and gas exploration. February 1998 to the present, Director U.S.
Diamond Corp., Vancouver, B.C., the parent company of American Hunter
Exploration, a publicly held company involved in natural resources
development. August 1997 to December 1997, President and Director of
Globenet Resources, Inc., a publicly held company traded on the Vancouver
Stock Exchange, Vancouver, B.C., Canada, engaged in natural resource
exploration and development. October 1992 to September 1996, President and
Director of The Indisposibles, Burnaby, B.C., a manufacturer and
distributor of infant wear, incontinent and feminine hygiene products
throughout North America and Europe. January 1988 to September 1992,
Executive Vice President of Pacific Paper Products, Burnaby, B.C., a
manufacturer and distributor of paperboard products in British Columbia and
Alberta. Graduated from University of Western Ontario with Masters of
Business Administration in 1965, graduated University of Oregon with a
Bachelor of Science, Finance and Economics in 1963.
ALLEN SCHWABE - (Age 42). Director, Secretary and Treasurer since April
16, 1998. Since 1982 to the present, President and owner of Buellex
Holdings, Inc., Delta, B.C., a company engaged in investing for its own
account. January 1996 to the present, a Consultant to Pacific Insight
Electronics Corporation, Nelson, B.C., Canada providing investment advice
with respect to current market conditions for a variety of investment
options. March 1996 to the present, Director of Porcher Island Gold
Corporation, Vancouver, B.C., a precious metal exploration company publicly
traded on the Vancouver Stock Exchange. March 1991 to June 1995, Director
of Cyberion Networking Corp., a publicly held company traded on the
Vancouver Stock Exchange. March 1995 to June 1996, Director of East West
Resource Corp., a publicly held mining company traded on the Vancouver
Stock Exchange. May 1996 to September 1997, Director of G.F.M. Resources,
Ltd., a publicly held mining company traded on the Vancouver Stock
Exchange.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of Common Stock by each director and nominee and by all directors
and officers of the Company as a group and of certain other beneficial
owners of more than 5% of any class of the Company's voting securities as
of May 6, 1998 unless otherwise noted. The number of shares beneficially
owned is deemed to include shares of Common Stock which directors or
officers have a right to acquire pursuant to the exercise options within
sixty days of December 31, 1997. Each such person has sole voting and
dispositive power with respect to such securities, except as otherwise
indicated.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
Number Percentage
Name and Address of Shares of Class
Cede & Co.(1) 6,446,416 60.3%
P.O. Box 20, Bowling Green Stn
New York, NY 10274
(1) Holds shares for approximately fifty beneficial owners.
SECURITY OWNERSHIP OF MANAGEMENT.
Percentage
Name and Address Shares of Class
Blair Coady 0 0.0%
4020, 7 Street, SE
Calgary, Alberta, Canada
John Grove 150,000 (1) 1.4%
4020, 7 Street, SE
Calgary, Alberta, Canada
James Donaldson 0 0%
4020, 7 Street, SE
Calgary, Alberta, Canada
Patrick McGowan 0 0%
404- 110 Cambie Street
Vancouver, B.C., Canada
Allen Schwabe 0 0%
404- 110 Cambie Street
Vancouver, B.C., Canada
Dr. David Gane 0 0%
404- 110 Cambie Street
Vancouver, B.C., Canada
Kenneth Liebscher 0 0%
404- 110 Cambie Street
Vancouver, B.C., Canada
Combined Ownership of 150,000 1.4%
Management
(1) Consists of shares issuable upon exercise of options at $.50 per
share.
<PAGE>
PROPOSAL NO. 1. ELECTION OF DIRECTORS
The By-Laws presently provide for a Board of Directors of not less than one
and not more than fifteen members. The number of Directors of the Company
has been fixed at four (4) by the Company's Board of Directors. The
Company's Board of Directors recommends the election of Directors of the
four (4) nominees listed below to hold office until the next Annual Meeting
of Shareholders and until their successors are elected and qualified or
until their earlier death, resignation or removal. The persons named as
"proxies" in the enclosed form of Proxy, who have been designated by
Management, intend to vote for the four (4) nominees for election as
Directors unless otherwise instructed in such proxy. If at the time of the
Meeting, any of the nominees named below should be unable to serve, which
event is not expected to occur, the discretionary authority provided in the
Proxy will be exercised to cumulatively vote for the remaining nominees, or
for a substitute nominee or nominees, if any, as shall be designated by the
Board of Directors.
Nominees
The following table sets forth the name and age of each nominee for
Director, indicating all positions and offices with the Company presently
held by him, the period during which he has served as such, and the class
and term for which he has been nominated:
Year
Name Age Position First Director
Dr. David Gane 44 Director 1998
Kenneth Liebscher 55 Director 1998
Patrick McGowan 59 Director, Pres., CEO 1998
Allen Schwabe 42 Director, Sec., & Treas. 1998
Business Experience of Nominees: Please see Officers and Directors Above
Committees: Meetings of the Board
The Company's Board of Directors has a separate audit committee which did
not meet independently of the Board of Directors during the fiscal year
ended December 31, 1997. The Company's Board of Directors acted by
resolution in lieu of meeting six times and held one meeting during the
fiscal year ended December 31, 1997, at which time all the then Directors
consent to the action or were present or consented in writing to the action
taken at such meetings. No incumbent Director attended fewer than 100% of
said meetings.
<PAGE>
Compliance with Section 16(a) of Securities Exchange Act of 1934
During the fiscal year ended December 31, 1997, the Company's Officers and
Directors did not comply with all applicable Section 16(a) filing
requirements on a timely basis. To the best of the Company's knowledge as
of June 5, 1998 all such reports will have been filed.
Family Relationships
There is no family relationship between any director, executive or person
nominated or chosen by the Company to become a director or executive
officer.
EXECUTIVE COMPENSATION
Summary Compensation Table (Omitted for Simplicity)
Mr. Coady received $4,380 of compensation per month for fiscal year 1997.
No other cash compensation was granted or paid in the fiscal year ended
December 31, 1997.
Option/SAR Grants in Last Fiscal Year (Individual Grants)
The Company has a Management Stock Option Plan, described below. There
have been no other options granted to Management.
Aggregated Option/SAR Exercises in Last Fiscal Year and for Fiscal Year
Ended 12/31/97
There have been no exercises in the past fiscal year.
Long-term Incentive Plans -- Awards in Last Fiscal Year
In November 1996, the Company adopted the Wolf Exploration Inc. 1996
Directors and Officers Stock Option Plan (the "Plan") for its officers,
directors, key personnel and consultants of the one million shares
contributed to the Plan, Mr. Coady in November 1996, was awarded a five
year option to acquire 700,000 at $0.50 per share. In March 1997, Mr.
Grove received 150,000 options at $0.50 per share. Mr. Donaldson was
awarded 75,000 options at $0.50 per share in November 1996. The purpose of
the Plan is to advance the business and development of the Company and its
shareholders by affording to its Directors, Officers, Employees and
Consultants the opportunity to acquire a propriety interest in the Company
by the grant of Options.
In May, 1998 Mr. Coady and Mr. Donaldson surrendered their stock options to
the Company upon their resignations from the Board of Directors.
Stock options at $.50 per share were granted under the Plan in fiscal year
1997 to five other individuals. Ian Bubis, an employee of the Company, was
granted an option to purchase 15,000 shares. Steve Fiwchuck, an employee,
was granted an option to purchase 5,000 shares. Bruce Ulmer, William Bell
and J.T. Bell acted as consultants to the Company and each was granted an
option to purchase 5,000 shares. Each of the five options expires November
30, 2001.
<PAGE>
Compensation of Directors
The members of the Company's Board of Directors are reimbursed for actual
expenses incurred in attending Board meetings. There are no other
arrangements.
Employment Contracts and Termination of Employment
Pursuant to a five year employment agreement dated October 1, 1996, Mr.
Coady receives a salary of $52,560 per annum and three weeks of paid
vacation per annum. Pursuant to the sales of Calgary Chemical, Mr. Coady
will resign his position and waive the balance of his employment contract.
Effective April 1, 1998, Mr. McGowan began receiving a salary in the
annual amount of $84,000 U.S. pursuant to Board of Director resolution.
Termination of Employment and Change of Control Arrangement
Except as stated above there is no compensatory plan or arrangement with
respect to any individual named above which results or will result from the
resignation, retirement or any other termination of employment with the
Company, or from a change in the control of the Company.
Transactions with Management
During the fiscal year ended December 31, 1997, the Company did not enter
into any transactions with entities in which certain of the Company's
officers and directors may have a direct or indirect interest.
PROPOSAL NO. 2: APPROVAL OF THE SALE OF THE COMPANY'S WHOLLY OWNED
SUBSIDIARY, 714674 ALBERTA, LTD., AN ALBERTA
CORPORATION DOING BUSINESS AS CALGARY CHEMICAL TO GORDA
TECHNOLOGY HOLDINGS LIMITED, A TURKS AND CAICOS ISLANDS
CORPORATION
The Board of Directors recommends that the shareholders of the Company vote
to approve the sale of the subsidiary. The Board makes this
recommendation so that the Company can be freed of the Calgary Chemical
bank debt and focus upon its new business direction. This new direction is
to exploit the License Agreement entered into by the Company on April 8,
1998 with Andrews Engineering, Inc., a British Columbia corporation, Andrew
Rawicz, Ph.D., and Ivan Melnyk, Ph.D., Pursuant to this License Agreement
the Company acquired a world-wide license to manufacture and market a
patent pending device for the color matching of dentures to a dental
patient's existing tooth color. Doctors Rawicz and Melnyk hold the patent
pending for the color
<PAGE>
analyzer and Andrews Engineering developed and or acquired the techniques
and other proprietary information related to the device. The License
Agreement requires the Company and Andrews Engineering to develop a
business plan for manufacturing and marketing of the device including
obtaining financing of $1,500,000.00 US over the next six months. The
License Agreement also requires the issuance of 4.8 million shares of
restricted stock to Andrews Engineering, Inc., with registration rights on
600,000 of these shares. The License Agreement also required that Patrick
McGowan be appointed to the Company's Board of Directors and that Mr.
McGowan be appointed President and Chief Executive Officer. Mr. McGowan is
expected to sign a management contract with the Company on or before the
shareholders meeting. At a meeting of the Company's Board of Directors
held on April 16, 1998, Mr. McGowan and Mr. Allen Schwabe were appointed to
the Company's Board of Directors and appointed interim President, CEO and
Secretary, Treasurer respectively pending the approval by the shareholders
of the Gorda Technology transaction wherein Mr. Coady would resign from all
positions. The Agreement also provides for the Company to pay Andrews
Engineering, Inc., a Royalty in the amount of ten percent (10%) of gross
profit on sales if the Company manufactures the product itself or a Royalty
of seven percent (7%) of gross revenue if manufacturing is done by an
independent third party.
The Purchase Agreement with Gorda Technology Holdings Limited, a Turks and
Caicos Islands corporation (Gorda) entered into by the Company on April 20,
1998. Pursuant to the Agreement the Company agreed to sell its wholly
owned subsidiary 714674 Alberta, Ltd., an Alberta corporation doing
business as Calgary Chemical to Gorda. The consideration for the sale is:
a payment of fifteen percent of Calgary Chemical after tax profit (as
determined by generally accepted accounting principals) for the fiscal year
ended December 31, 1998 payable on or before March 31, 1999; Gorda's
indemnification of the Company from Calgary Chemical's bank debt; a release
of the employment contract of Blair Coady and the surrender of Mr. Coady's
stock options to acquire 700,000 shares of the Company's common stock. The
Company anticipates that Gorda will use its best efforts to obtain a Release
of the Company (Wolf Industries) as guarantor of the Calgary Chemical bank
debt. Closing of the Agreement is contingent upon approval of the
transaction by the Company's shareholders at the next annual meeting of the
shareholders.
Gorda's address is Oceanic House, Grand Turks, Turks and Caicos Islands,
British West Indies.
Pro Forma Financial Statements showing the effect of the sale of Calgary
Chemical is attached as an exhibit to this Proxy Statement.
There is no relationship between any of the former or current officers and
directors of the Company and Gorda.
The Nevada Corporations Law NRS 78.565, provides that a corporation may
sell all of its property and assets, including good will upon such terms
and conditions as the Board of Directors may deem expedient and for the
best interest of the corporation, when authorized by the affirmative vote
of stockholders entitled to vote holding not less than a majority of the
voting power given at a stockholders meeting called for that purpose. The
Nevada Corporations Law does not provide for dissenters rights. The
affirmative vote of a majority of the stockholders present at the meeting
either in person or by proxy provided a quorum is present is needed to
approve the proposal.
<PAGE>
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be presented at the Company's next Annual
Meeting of Shareholders, including nominations for election as directors
must be received at the offices of the Company, Suite 404 - 110 Cambie
Street, Vancouver, British Columbia /V6B2M8, no later than December 31,
1998.
ALLEN SCHWABE
SECRETARY
Vancouver, British Columbia
June 5, 1998
<PAGE>
WOLF INDUSTRIES, INC.
Pro Forma Balance Sheet
As at December 31, 1997
(unaudited)
Liabilities
Current Liabilities $ 31,167
----------
Shareholder's Deficiency
Share Capital 54,367
Deficit (323,200)
----------
(31,167)
----------
Pro Forma Statement of Income
For the year ended December 31, 1997
(unaudited)
Expenses
Administration $ 8,079
Loss on disposition of Calgary Chemical 223,591
----------
231,670
Deficit at beginning of year 91,530
----------
Deficit at end of year $ 323,200
----------
Note: The pro forma balance sheet and statement of income have been
prepared to give effect to the proposed disposition of the shares
of 714674 Alberta Ltd., (d.b.a. Calgary Chemical). Under the
terms of the proposed transaction the shares of Calgary Chemical
are to be sold for proceeds equal to 15% of the after tax profit
of Calgary Chemical for its year ending December 31, 1998. For
purposes of these pro forma financial statements no proceeds are
assumed to be realized as they cannot be quantified at the
present time.
<PAGE>
Proxy Solicited by The Board of Directors of Wolf Industries, Inc.
The undersigned appoints Patrick McGowan (and Al Schwabe, if Mr. McGowan is
unable to serve), as the undersigned's lawful attorney and proxy, with full
power of substitution and appointment, to act for and in the stead of the
undersigned to attend and vote all of the undersigned's shares of the
Common Stock of Wolf Industries, Inc., a Nevada corporation, at the Annual
Meeting of Shareholders to be held at Suite 404, 110 Cambie Street, Vancouver,
British Columbia at 10:00 am. Pacific Standard Time, on July 10, 1998 and
any and all adjournments thereof, for the following purposes:
SHAREHOLDERS MAY ALSO WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE(S) BY
DRAWING A LINE THROUGH THE NOMINEE'S NAME(S).
PROPOSAL NO. 1 ELECTION TO THE BOARD OF DIRECTORS
___ FOR Management nominees listed below equally among all the
nominees OR VOTED AS FOLLOWS:
David Gane: _________ Shares Kenneth Liebscher: _________ Shares
Patrick McGowan: _________ Shares Allen Schwabe: _________ Shares
___ AGAINST Management's nominees for the Board of Directors,
MANAGEMENT INTENDS TO VOTE SHARES FOR ALL OF THE FIVE (5) NOMINEES NAMED
ABOVE UNLESS OTHERWISE INSTRUCTED IN THIS PROXY. IF AT THE TIME OF THE
MEETING, ANY OF THE NOMINEES SHOULD BE UNABLE TO SERVE, THE DISCRETIONARY
AUTHORITY PROVIDED IN THE PROXY WILL BE EXERCISED TO VOTE FOR THE REMAINING
NOMINEES, OR FOR A SUBSTITUTE NOMINEE OR NOMINEES, IF ANY, AS SHALL BE
DESIGNATED BY THE BOARD OF DIRECTORS.
PROPOSAL NO. 2. THE SALE OF 714674 ALBERTA, LTD.
___ FOR THE SALE OF 714674 ALBERTA, LTD.
___ AGAINST THE SALE OF 714674 ALBERTA, LTD.,
IF THE SHAREHOLDER DOES NOT INDICATE A PREFERENCE, MANAGEMENT INTENDS TO
VOTEIN FOR THE PROPOSAL. SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT
THE MEETING IN ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATION ABOVE. THIS
PROXY CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS FOR WHICH THE
SHAREHOLDER HAS NOT INDICATED A PREFERENCE OR IN RESPECT TO MATTERS NOT
KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL
MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
In the Shareholder's discretion the Proxy is authorized to vote on such
other business as may properly be brought before the meeting or any
adjournment or postponement thereof.
The undersigned revokes any proxies heretofore given by the undersigned and
acknowledges receipt of the Notice of Annual Meeting of Shareholders and
Proxy Statement furnished herewith and the Annual Report to Shareholders
previously provided.
Dated: , 1998
_________________________________________
(Name of Shareholder)
Signature(s) should agree with the name(s) hereon. Executors,
administrators, trustees, guardians and attorneys should indicate when
signing. Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WOLF
INDUSTRIES, INC. PLEASE SIGN AND RETURN THIS PROXY TO WOLF INDUSTRIES,
INC., C/O PATRICK McGOWAN, SUITE 404 - 110 CAMBIE STREET, VANCOUVER,
BRITISH, COLUMBIA V6B2M8. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT
TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
