<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934.
[ x ] Filed by the Registrant
- ----------------------------------------------------------------------
[ ] 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 Section 240.14a-11(c) or
Section 240.14a-12
- ---------------------------------------------------------------------
INDO-PACIFIC ENERGY LTD.
(Exact name of Registrant as specified in its charter.)
Commission File number 0-29344
- ---------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rule 14a-
6(I)(4) and O-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 O-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 O-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:
<PAGE> 2
INDO-PACIFIC ENERGY LTD.
Suite 1200 - 1090 West Pender Street
Vancouver, British Columbia
V6E 2N7
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the
"Meeting") of the shareholders of Indo-Pacific Energy Ltd. (the
"Company") will be held at 10:00 A.M. Vancouver, British Columbia time,
on Wednesday, June 23, 1999 in the Main Boardroom at Lang Michener
Lawrence & Shaw, Barristers & Solicitors, Suite 1500 - 1055 West
Georgia Street, Vancouver, British Columbia, V6E 4N7 for the following
purposes:
1. To receive and consider the 1998 Annual Report of the
Company;
2. To receive and consider the consolidated financial statements
of the Company for the year ended December 31, 1998, together with the
auditors' report thereon;
3. To elect the Directors for the ensuing year;
4. To appoint Sadovnick Telford & Skov, Chartered Accountants,
as auditors of the Company for the ensuing year and to authorize the
directors to fix their remuneration;
5. To approve by Ordinary Resolution a general authority to the
directors to grant incentive stock options to insiders of the Company
and to amend any existing and future incentive stock option agreements
with insiders of the Company;
6. To consider any permitted amendment to, or variation of, any
matter identified in this notice; and
7. To transact such other business as may properly come before
the meeting.
The Information Circular and a copy of the 1998 Annual Report,
including the consolidated financial statements of the Company for the
year ended December 31, 1998, accompany this Notice of Meeting. The
Information Circular provides additional information relating to the
matters to be dealt with at the Meeting and is supplemental to and
expressly made a part of this Notice of Meeting.
<PAGE> 3
If you are a registered shareholder of the Company and are unable
to attend the Meeting in person, please complete, date and execute the
accompanying form of proxy and deposit it with Pacific Corporate Trust
Company, Suite 830 625 Howe Street, Vancouver, British Columbia, V6C
3B8, or with the Company at Suite 1200, 1090 West Pender Street,
Vancouver, British Columbia V6E 2N7 not less than 24 hours (excluding
Saturdays, Sundays and holidays) prior to the Meeting.
If you are non-registered shareholder of the Company and received
these materials through a broker, a financial institution, a
participant, a trustee or administrator of a self-administered
retirement savings plan, retirement income fund, education savings
plan, or other similar self-administered savings or investment plan
registered under the Income Tax Act (Canada), or a nominee or any of
the foregoing that holds your security on your behalf (the
"Intermediary"), please complete and return the materials in accordance
with the instructions provided to you by your Intermediary.
DATED at Vancouver, British Columbia as at May 14, 1999.
By Order of the Board of Directors of
INDO-PACIFIC ENERGY LTD.
Alex Guidi, Chairman
<PAGE> 4
INDO-PACIFIC ENERGY LTD.
Suite 1200 - 1090 West Pender Street
Vancouver, British Columbia
V6E 2N7
INFORMATION CIRCULAR
(As of May 14, 1999)
SOLICITATION OF PROXIES
This Information Circular is furnished in connection with the
solicitation of proxies by the management of Indo-Pacific Energy Ltd.
(the "Company") for use at the annual general meeting of the
shareholders of the Company (the "Meeting"), to be held at the time and
place and for the purposes set forth in the accompanying Notice of
Meeting and at any adjournment.
This solicitation is made by the management of the Company. It is
expected that solicitations of proxies will be made primarily by mail
and possibly supplemented by telephone or other personal contact by
directors, officers and employees of the Company without special
compensation. The cost of the solicitation will be borne by the
Company.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the accompanying form of proxy are the
Chairman and the Corporate Secretary of the Company. A SHAREHOLDER HAS
THE RIGHT TO APPOINT A PERSON TO ATTEND AND ACT FOR HIM OR HER ON HIS
OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE
INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER MUST STRIKE
OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND
INSERT THE NAME OF HIS OR HER NOMINEE IN THE BLANK SPACE PROVIDED OR
COMPLETE ANOTHER INSTRUMENT OF PROXY. THE COMPLETED PROXY MUST BE
DEPOSITED WITH PACIFIC CORPORATE TRUST COMPANY, SUITE 830, 625 HOWE
STREET, VANCOUVER, BRITISH COLUMBIA, V6C 3B8, OR WITH THE COMPANY AT
SUITE 1200, 1090 WEST PENDER STREET, VANCOUVER, BRITISH COLUMBIA, V6E
2N7, BEFORE 10:00 A.M. VANCOUVER, BRITISH COLUMBIA TIME, ON TUESDAY,
JUNE 22, 1999.
The Instrument of Proxy must be signed by the shareholder or by
his or her attorney in writing, or, if the shareholder is a
corporation, under its common seal signed by an officer or attorney of
the corporation. If the Instrument of Proxy is executed by an attorney
for an individual shareholder or by an officer or attorney of a
<PAGE> 5
corporate shareholder not under its common seal, the instrument so
empowering the officer or the attorney, as the case may be, or a
notarial copy of the instrument, must accompany the Instrument of
Proxy.
A shareholder who has given an Instrument of Proxy may revoke it
at any time before it is exercised. An Instrument of Proxy may be
revoked by instrument in writing executed by the shareholder, or by his
or her attorney authorized in writing, or, if the shareholder is a
corporation, under its common seal, by an officer or an authorized
attorney and deposited at Suite 830, 625 Howe Street, Vancouver,
British Columbia V6C 3B8 or Suite 1200, 1090 West Pender Street,
Vancouver, British Columbia V6E 2N7 at any time up to and including the
last business day before the day of the Meeting, or any adjournment, or
to the chairman of the Meeting on the day of the Meeting, or any
adjournment.
VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES
On any poll, the persons named in the enclosed Instrument of Proxy
will vote the shares in respect of which they are appointed and where
directions are given by the shareholder in respect of voting for,
against or withholding a vote on any resolution the proxyholder will do
so in accordance with such direction.
IN THE ABSENCE OF ANY DIRECTION IN THE PROXY, IT IS INTENDED THAT
SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE
AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION
CIRCULAR. The Instrument of Proxy, when properly signed, confers
discretionary authority with respect to amendments to, or variation of,
the matters identified in this circular and other matters which may
properly be brought before the Meeting.
Management of the Company is not aware of any such amendments,
variations or other matters that are to be presented for action at the
Meeting. However, if any other matters which are not known to
management should properly come before the Meeting, proxies will be
exercised on such matters in accordance with the best judgment of the
persons voting the proxy.
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES
Only shareholders of the Company who are listed on its Register of
Shareholders on the record date of May 14, 1999 are entitled to receive
notice of and to attend and vote at the Meeting or any adjournment of
the Meeting.
<PAGE> 6
As of May 14, 1999, the Company had 28,262,398 common shares
issued and outstanding.
To the knowledge of the directors and senior officers of the
Company, no person beneficially owns, directly or indirectly, or
exercises control or direction over, shares carrying more than 5% of
the voting rights attached to all outstanding shares of the Company,
other that as set out below:
Number of Percentage of
Name Shares Outstanding Shares
Alex Guidi[1] 5,724,076 20.25%
Vancouver, B.C.
Notes:
[1] Mr. Guidi is the chairman, a member of the board of directors and
promoter of the Company. Mr. Guidi holds options and warrants to
purchase a further 994,000 common shares of the Company.
FINANCIAL STATEMENTS
Shareholders will be asked to consider the audited consolidated
financial statements of the Company for the year ending December 31,
1998 together with the auditors' report thereon which will be available
at the Meeting. Copies of the financial statements, together with the
Notice of Meeting, Information Circular and Instrument of Proxy will be
available from Pacific Corporate Trust Company, Suite 830, 625 Howe
Street, Vancouver, British Columbia, V6C 3B8, telephone (604) 689-9853,
facsimile (604) 689-8144 or from the Company's head office at Suite
1200, 1090 West Pender Street, Vancouver, British Columbia, V6E 2N7,
Attention: Mr. Gary Saik, telephone (604) 682-6496, facsimile (604)
682-1174.
ELECTION OF DIRECTORS
The Company's Board of Directors proposes to nominate the persons
named in the table below for election as directors of the Company.
Each director elected will hold office until the next annual general
meeting of the Company or until his or her successor is duly elected or
appointed, unless the office is earlier vacated in accordance with the
By-Laws of the Company or the Business Corporations Act (Yukon) or he
or she becomes disqualified to act as a director.
<PAGE> 7
Name, Country Principal Period
of Residence Occupation during
and Office or Employment which has
with the For Last Five Served as Shares
Company [1] Years [1] a Director Owned[1]
Dr. David Bennett[2] Please refer to the October 30, 1996 225,000[3]
Wellington, section entitled to present
New Zealand "Information Regarding
Director, Chief Management's Nominees
Executive Officer for Election to the
and President Board of Directors"
Ronald Bertuzzi[2] Please refer to the March 31, 1998 1,790
Vancouver, Section entitled to present
British Columbia "Information Regarding
Director Management's Nominees
for Election to the
Board of Directors"
Alex Guidi[4] Please refer to the October 30, 1996 5,724,076[5]
Vancouver, Section entitled to present
British Columbia "Information Regarding
Director and Management's Nominees
Chairman of the for Election to the
Board Board of Directors"
Brad Holland[2] Please refer to the October 15, 1997 Nil[6]
Dhahran, Saudi Arabia Section entitled to present
Director "Information Regarding
Management's Nominees
For Election to the
Board of Directors"
Notes:
[1] The information as to country of resident, principal occupation
and shares beneficially owned or over which a director exercises
control or direction has been furnished by the respective
directors individually.
[2] Denotes member of Audit Committee.
[3] Held by the DJ and JM Bennett Family Trust, which holds options to
purchase an additional 200,000 common shares of the Company. The
options are to be cancelled subject to being replaced by stock
options to purchase the like amount of common shares.
[4] Mr. Guidi is also the promoter of the Company as that expression
is defined in applicable securities legislation.
<PAGE> 8
[5] Mr. Guidi holds 494,000 warrants to purchase a further 494,000
common shares of the Company. Additionally, Mr. Guidi holds
500,000 options to purchase 500,000 common shares of the Company.
The options are to be cancelled subject to being replaced by stock
options to purchase the like amount of common shares.
[6] Mr. Holland holds an option to purchase 300,000 common shares of
the Company. The options are to be cancelled subject to being
replaced by stock options to purchase the like amount of common
shares.
The Company does not have an executive committee.
The Company's Board of Directors does not contemplate that any of
its nominees will be unable to serve as a director. If any vacancies
occur in the slate of nominees listed above before the Meeting, then
the proxyholders named in the accompanying Instrument of Proxy intend
to exercise discretionary authority to vote the shares represented by
proxy for the election of another nominee unless the shareholder
specifies in the proxy that his shares are to be withheld from voting
in the election of directors.
Information Regarding Management's Nominees for Election to the Board
of Directors
The following information about management's nominees for election
to the board of directors has been supplied by the respective nominees:
Dr. David Bennett has been the President, Chief Executive Officer
and a member of the board of directors of the Company since October
1996. Dr. Bennett received a Bachelor of Arts (Natural Sciences) from
Cambridge University in 1968 and a Master of Science in Exploration
Geophysics from the University of Leeds in 1969. In 1973, Dr. Bennett
received his doctorate in Geophysics from the Australian National
University and from 1973 to 1975 conducted post-doctoral research at
the University of Texas (Dallas). From 1975 to 1977, Dr. Bennett was
a post-doctoral fellow and lecturer at the University of Wellington,
New Zealand. From 1977 to 1982, Dr. Bennett was employed by the
Department of Scientific and Industrial Research, Government of New
Zealand. From 1982 to 1994, Dr. Bennett was employed as geophysicist,
exploration manager and finally general manager by New Zealand Oil and
Gas Ltd. Dr. Bennett was an independent consultant from 1994 to 1996
when he joined the Company. Dr. Bennett is also the president, chief
executive officer and a director of Trans-Orient Petroleum Ltd. and
Durum Cons. Energy Corp. (formerly Durum Energy Corp.) and a director
of AMG Oil Ltd. (formerly Trans New Zealand Oil Company).
<PAGE> 9
Mr. Ronald Bertuzzi has been a member of the board of directors of
the Company since March 1998. Mr. Bertuzzi was formerly a member of
the board of directors of the Company from October 1992 to October
1996. Mr. Bertuzzi received a Bachelor of Arts from the University of
British Columbia in 1965 and has worked in the medical sales and
product development industries since that time. For the past ten
years, Mr. Bertuzzi was a sales representative with Inomed Christie
Group of Vancouver, British Columbia. Mr. Bertuzzi is the president
and a member of the board of directors of AMG Oil Ltd. and the
secretary and a member of the board of directors of Gondwana Energy,
Ltd.
Mr. Alex Guidi has been the Chairman and a member of the board of
directors of the Company since October 1996. Mr. Guidi has been
involved in public markets since 1980 and since 1986, in the oil and
gas sector. Mr. Guidi has organized and financed five oil and gas
companies. Mr. Guidi is the chairman of the board and a member of the
board of directors of Trans-Orient Petroleum Ltd. and a member of the
board of directors of AMG Oil Ltd.
Mr. Brad Holland has been a member of the board of directors of
the Company since October 1997. Mr. Holland was formerly a member of
the board of directors of the Company from May 1996 to February 1997
and the Secretary of the Company from February 1997 to October 1997.
Mr. Holland received a Bachelor of Science in Chemical Engineering from
the University of Alberta in 1979. Mr. Holland was initially employed
for two years by John Holland Consultants Ltd. in property valuation,
production management, evaluation and financing for production
acquisition. From 1982 to 1988, Mr. Holland was employed by Canadian
Western Natural Gas, a natural gas utility. From 1988 to 1992, Mr.
Holland was employed as a senior project engineer with Nova Corp. where
he was responsible for the design and construction of large diameter
pipeline projects. Since 1992, Mr. Holland has been employed by ARAMCO
of Saudi Arabia in the construction of pipelines.
EXECUTIVE COMPENSATION
A. Interpretation
Applicable securities legislation defines "Named Executive
Officer" to mean the Chief Executive Officer, despite the amount of
compensation, each of the Company's four highest compensated Executive
Officers, other than the Chief Executive Officer, provided disclosure
is not required for an Executive Officer whose total salary and bonus
does not exceed $100,000, and any individual for whom disclosure would
<PAGE> 10
have been provided but for the fact that the individual was not serving
as an Executive Officer at the end of the most recently completed
financial year end.
B. Summary of Compensation
In fiscal 1998, the Company had five Executive Officers: the
Chairman, Alex Guidi; the President and Chief Executive Officer of the
Company, Dr. David Bennett; the Secretary of the Company, Mark
Katsumata; the president of the Company's Australian subsidiary, Jeff
Lean; and the president of the Company's Papua New Guinean subsidiary,
Jennifer Lean. In fiscal 1998, the Company had two Named Executive
Officers: Alex Guidi, the Chairman and Dr. David Bennett, the President
and Chief Executive Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Securities
Names Other Under Restricted All
Executive Annual Options/ Shares or Other
Officer and Compen- SARs[1] Restricted LTIP[2] Compen-
Principal Year Salary Bonus sation Granted Share Payouts sation
Position Ended (US$) (US$) (US$) (#) Units (US$) (US$) (US$)
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Alex Guidi 1998 Nil Nil Nil Nil 2,944,914[5] Nil Nil
Chairman 1997 Nil Nil Nil 500,000[3] Nil Nil Nil
1996 Nil Nil Nil 500,000 Nil Nil Nil
Dr. David
Bennett, 1998 Nil Nil Nil Nil 560,936[5] Nil 57,123
President, 1997 Nil Nil Nil 200,000[4] Nil Nil 132,214
Chief 1996 Nil Nil Nil 200,000 Nil Nil 79,992
Executive
Officer
</TABLE>
Notes:
[1] "SARs" or "stock appreciation rights" means a right granted by the
Company, as compensation for services rendered, to receive a
payment of cash or an issue or transfer of securities based wholly
or in part on charges in the trading price of publicly traded
securities of the Company. The Company currently has no SARs
[2] "LTIP" or "long-term incentive plan" means any plan that provides
compensation intended to serve as incentive for performance to
occur over period longer than one financial year, but does not
include option or stock appreciation right plans or plans for
compensation through restricted shares or restricted share units.
The Company currently has no LTIPs.
<PAGE> 11
[3] Stock options to purchase 500,000 shares exercisable at a price of
US$5.13 per share granted in fiscal 1996 were repriced to US$2.50
per share in fiscal 1997. The options are to be cancelled subject
to being replaced by stock options to purchase the like amount of
common shares.
[4] Held by the DJ and JM Bennett Family Trust; stock options to
purchase 200,000 shares exercisable at a price of US$5.13 per
share granted in fiscal 1996 were repriced to US$2.50 per share in
fiscal 1997. The options are to be cancelled subject to being
replaced by stock options to purchase the like amount of common
shares.
[5] In fiscal 1998, 1,406,250 shares held in escrow and previously
issued in fiscal 1994 for Cdn$4,688 were cancelled. Of these
escrow shares, International Resource Management Corporation, a
private company wholly-owned by Alex Guidi, held 1,361,250 shares
and 45,000 shares were held by two former directors. To replace
these escrow shares, 1,406,250 shares for total proceeds of
Cdn$14,063 were reallocated through private placements to
International Resource Management Corporation as to 1,181,250
shares and to the DJ and JM Bennett Family Trust as to 225,000
shares.
The directors of the Company did not receive any cash compensation
for services rendered in their capacity as directors of the Company.
C. Long-Term Incentive Plan Awards
The Company has not awarded any long-term incentive plans to any
Named Executive Officer.
D. Options Granted During the Most Recently Completed Financial Year
to the Named Executive Officer
There were no stock options granted to any Named Executive Officer
during fiscal 1998. In May 1998, stock options held by Alex Guidi to
purchase 500,000 shares exercisable at a price of US$2.50 per share
expiring October 30, 1998 were extended two years to October 30, 2000
and stock options held by the DJ and JM Bennett Family Trust to
purchase 200,000 shares exercisable at a price of US$2.50 per share
expiring October 30, 1998 were extended two years to October 30, 2000.
The options are to be cancelled subject to being replaced by stock
options to purchase the like amount of common shares.
<PAGE> 12
E. Options Exercised and Outstanding for the Named Executive Officer
There were no stock options exercised by any Named Executive
Officer during fiscal 1998.
AGGREGATED OPTION/SAR EXERCISES DURING FISCAL
1998 AND FINANCIAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of
Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
At Financial at Financial
Named Securities Aggregate Year-End (#) Year-End ($)
Executive Acquired on Value Exercisable/ Exercisable/
Officer Exercise(#) Realized($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Alex Guidi Nil Nil 500,000 Nil
Dr. David Bennett Nil Nil 200,000 Nil
</TABLE>
F. Options Repriced
There was no repricing of stock options during fiscal 1998.
G. Performance Graph
The following line graph compares the yearly percentage change of
the cumulative total Shareholder return, assuming reinvestment of
dividends for (a) the common stock of the Company (b) the NASDAQ Market
Index, and (c) the value of an index comprised of the common stock of
16 companies in the oil industry. The comparison shown in the graph is
for the Company's fiscal years ended January 1, 1994, January 1, 1995,
December 31, 1995, December 31, 1996, December 31, 1997 and December
31, 1998. The cumulative total shareholder return on the Company's
common stock was measured by dividing the difference between the
Company's share price at the end and at the beginning of the measurement
period by the share price at the beginning of the measurement period.
(THE PERFORMANCE GRAPH WILL BE CONTAINED IN THE PRINTED PROXY
STATEMENT, BUT CANNOT BE REPRODUCED IN THE EDGAR FILING OF THIS
DOCUMENT. THEREFORE, FOR PURPOSES OF EDGAR DISCLOSURE, THE DATA
COMPRISING THE FIVE YEAR CUMULATIVE TOTAL RETURNS IS PRESENTED IN
NARRATIVE FORM BELOW.]
- - $100 invested on 1/31/94 in stock or index - including
reinvestment of dividends.
<PAGE> 13
Fiscal Year Ending December 31.
<TABLE>
<CAPTION>
01/01/94 01/01/95 12/31/95 12/31/96 12/31/97 12/31/98
<S> <C> <C> <C> <C> <C> <C>
Indo-Pacific
Energy Ltd. 100.00 40.00 363.00 1,385.00 1,080.00 194.00
NASDAQ Stock
Market Index 100.00 95.00 134.00 165.00 202.00 285.00
Peer Group 100.00 113.00 81.00 101.00 96.00 59.00
</TABLE>
H. Other
The Company has not entered into an employment agreement with any
of its Named Executive Officers.
The Company has no plan or arrangement whereby any Named Executive
Officer may be compensated in an amount exceeding $100,000 in the event
of that officer's resignation, retirement or other termination of
employment, or in the event of a change of control of the Company or a
subsidiary or a change in the named Executive Officer's responsibilities
following such a change of control. No pension or retirement benefit
plans have been instituted by the Company and none is proposed.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
At December 31, 1998, there were no monies owing to the Company by
any director or senior officer of the Company.
MANAGEMENT CONTRACTS
Management functions of the Company or any subsidiary of the
Company are not, to any substantial degree, performed by a person other
than the directors or senior officers of the Company or its
subsidiaries.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
The Company is associated through common directors, officers and
shareholdings with four other publicly-traded companies.
Mr. Alex Guidi is the Chairman and a member of the board of
directors of the Company. Mr. Guidi is also the Chairman and a member
of the board of directors of Trans-Orient Petroleum Ltd. ("Trans-
Orient") and a member of the board of directors of AMG Oil Ltd.
(formerly Trans New Zealand Oil Company) ("AMG").
<PAGE> 14
Dr. David Bennett is the President, Chief Executive Officer and a
member of the board of directors of the Company, Trans-Orient and Durum
Cons. Energy Corp. ("Durum"). Dr. Bennett is also a member of the
board of directors of AMG.
Mr. Ronald Bertuzzi is a member of the board of directors of the
Company and Gondwana Energy, Ltd. ("Gondwana"). Mr. Bertuzzi is also
the President and a member of the board of directors of AMG.
Mr. Mark Katsumata is the Corporate Secretary of the Company,
Trans-Orient, Durum, AMG and Gondwana.
At May 1, 1999, Mr. Guidi beneficially held 5,724,076 common
shares of the Company out of a total outstanding of 28,262,398 common
shares (20.25%) and held rights to acquire an additional 994,000 common
shares. At May 1, 1999, Mr. Guidi beneficially held 13,921,400 common
shares of Trans-Orient out of a total outstanding of 33,594,060 common
shares (41.44%) and held rights to acquire an additional 2,000,000
common shares. At May 1, 1999, Mr. Guidi beneficially held 200,000
common shares of Durum out of a total outstanding of 1,908,381 common
shares (10.48%). At May 1, 1999, Mr. Guidi held 4,491,000 common
shares of AMG out of a total outstanding of 13,000,000 common shares
(34.55%). At May 1, 1999, Mr. Guidi held 1,000,000 common shares of
Gondwana out of a total outstanding of 2,100,000 common shares
(47.62%).
None of the directors or officers of the Company, nor any person
who has held such a position since the beginning of the last completed
financial year of the Company, nor any proposed nominee for election as
a director of the Company, nor any associate or affiliate of the
foregoing persons, has any substantial or material interest, direct or
indirect, by way of beneficial ownership of securities or otherwise, in
any matter to be acted on at the meeting other than the election of
directors and approval of the general authority to grant share purchase
options.
None of the directors or officers of the Company, nor any proposed
nominee for election as a director of the Company, nor any person who
beneficially owns, directly or indirectly, shares carrying more than
ten percent of outstanding shares of the Company, has any material
interest, direct or indirect, in any transaction since the commencement
of the Company's last completed financial year or in any proposed
transaction which, in either case, has or will materially affect the
Company, or any subsidiaries, except as follows:
<PAGE> 15
(a) In fiscal 1998, consulting fees of US$57,123 (fiscal 1997 -
US$132,214 and fiscal 1996 - US$79,992) were paid by the Company
to Dr. David Bennett. In addition, rent of US$19,480 (fiscal 1997
and 1996 - Nil) was paid by the Company to Dr. David Bennett.
(b) By an agreement dated January 31, 1998 AMG voided an agreement to
acquire interests in PEP 38256 from the Company and Trans-Orient.
(c) By agreements dated April 15, 1998, International Resources
Management Corporation, owned by Alex Guidi and the DJ and JM
Bennett Family Trust surrendered shares to the Company and
received common shares in return; This transaction was approved by
the shareholders at the last Annual General Meeting of
Shareholders held on June 24, 1998.
(c) By an agreement dated June 25, 1998 the Company granted a
subsidiary of AMG an option to earn a 15% participating interest
in PEP 38256 exercisable by paying for the costs of a 120 mile
seismic program and granted the right to elect to earn a further
25% participating interest paying for any additional seismic to
define two drilling prospects and for the costs of drilling two
exploration wells.
(d) By agreement dated June 25, 1998 the Company purchased 1,000,000
shares of AMG for US$0.25 per share.
(e) By an agreement dated June 25, 1998 the Company was granted an
option to acquire 1,000,000 shares for US$0.50 per share before
the earlier of July 31, 2000 or thirty business days after AMG
ceased to have a right to earn an interest in, or to hold an
interest in, PEP 38256. On March 10, 1999 the Company elected to
exercise part of the option and acquired 800,000 shares in AMG and
in return the Company paid AMG US $400,000.
(f) By an agreement dated June 25, 1998 the Company entered into with
a subsidiary of Trans-Orient an operating agreement relating to
PEP 38256.
(g) By an agreement dated June 25, 1998 the Company entered into with
subsidiaries of Trans-Orient and AMG an operating agreement
relating to PEP 38723.
(h) On November 26, 1998 the Company and a subsidiary of Trans- Orient
were granted participating interests of 50.0% each in PEP 38339.
<PAGE> 16
(i) On November 29, 1998 the Company and a subsidiary of Trans- Orient
were granted participating interests of 10.0% and 15.0%
respectively in PEP 38335.
(j) By agreement dated December 3, 1998 the agreement of June 25, 1998
was amended to provide AMG has until October 31, 1999 to advise
that AMG has completed the collection and interpretation of
sufficient seismic data to identify a drilling prospect within PEP
38256.
(k) On March 30, 1999 the Board of Directors of the Company approved
the granting options to directors, officers and employees to
acquire up to 5.6 million common shares of the common stock of the
Company at a price of US $.85 per share, calculated as the
approximate average closing price for the last 90 days. The
options are for a term of two years and were approved by the
shareholders at the last Annual General Meeting of Shareholders
held on June 24, 1998. The options have yet to be allocated
amongst the directors, officers and employees of the Company.
(l) On March 30, 1999 the Board of Directors of the Company approved
the amending of all outstanding share purchase warrants to
purchase a total of 1,950,000 shares. Warrants to purchase
950,000 common shares exercisable at an approximate price of
US$2.32 until May 27, 1999, of which Mr. Alex Guidi is the owner
of 494,000 of these warrants, have been amended to be exercisable
at a price of US$.90 per share until May 27, 2000. Warrants to
purchase 1,000,000 common shares exercisable at a price of US$2.00
until July 3, 1999, and thereafter exercisable at a price of
US$2.10 per share until July 3, 2000 have been amended to be
exercisable at a price of US$.90 per share until July 3, 2000.
APPOINTMENT OF AUDITOR
The shareholders will be asked to vote for the appointment of
Sadovnick Telford & Skov, Chartered Accountants, as the auditors of the
Company to hold office until the next annual general meeting of
shareholders of the Company, at a remuneration to be fixed by the
directors.
Sadovnick Telford & Skov, Chartered Accountants, have been the
auditors of the Company since 1994.
<PAGE> 17
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
A. General Authority to Grant Stock Options
Shareholders will be asked to approve an ordinary resolution
providing that general authority be given to the board of directors to
grant directors, officers and employees of the Company and its
subsidiaries, until the next annual general meeting of the Company,
incentive stock options to purchase common shares in the capital stock
of the Company, and to amend any such options, for such periods, in
such amounts and at such prices per share as agreed upon and determined
at the discretion of the board of directors. The board of directors has
not determined the identity of persons, if any, to be granted share
purchase options or the price at which such options may be granted.
B. Other Matters
The management of the Company knows of no other matters to come
before the meeting other than those referred to in the notice of
meeting. Should any other matters properly come before the meeting the
shares represented by the proxy solicited hereby will be voted on such
matters in accordance with the best judgement of the persons voting the
proxy.
The content and mailing of this information circular has been
approved and authorized by the board of directors.
APPROVAL OF THE BOARD OF DIRECTORS
The contents of this information circular have been approved, and
the delivery of it to each shareholder of the Company entitled thereto
and to the appropriate regulatory agencies has been authorized, by the
Board of Directors of the Company.
DATED at Vancouver, British Columbia as of May 14, 1999.
By Order of the Board of Directors of
INDO-PACIFIC ENERGY LTD.
/s/ Alex Guidi, Chairman
<PAGE> 18
INDO-PACIFIC ENERGY LTD.
INSTRUMENT OF PROXY
THIS PROXY IS SOLICITED BY MANAGEMENT OF INDO-PACIFIC ENERGY LTD.
(THE "COMPANY") FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ON JUNE
23, 1999.
The undersigned, being a registered shareholder of the Company,
appoints Alex Guidi, the Chairman and a director of the Company, or
failing him, Mark Katsumata, the Secretary of the Company, or instead
of either of them, __________________________, as Proxyholder with the
powers of substitution, to attend and vote for the undersigned at the
Annual General Meeting of the Company to be held on Wednesday, June 23,
1999 (the "Meeting") and at any adjournment thereof. The undersigned
revokes any Instrument of Proxy heretofore given with respect to the
Meeting or any adjournment thereof.
The Proxyholder is hereby directed to vote on any poll as follows:
13. To elect the following persons as directors of the Company for the
ensuing year:
IN FAVOUR WITHHOLD
DR. DAVID BENNETT _________ _________
RONALD BERTUZZI _________ _________
ALEX GUIDI _________ _________
BRAD HOLLAND _________ _________
14. To appoint Sadovnick Telford & Skov, Chartered Accountants, as
auditors for the Company for the ensuing year and to authorize the
directors to fix their remuneration.
IN FAVOUR WITHHOLD
_________ _________
15. To approve by Ordinary Resolution a general authority to the
directors to grant incentive stock options to insiders of the
Company, and to amend any existing and future incentive stock
option agreements with insiders of the Company.
IN FAVOUR AGAINST
_________ _________
<PAGE> 19
WHERE THE UNDERSIGNED HAS NOT SPECIFIED A CHOICE WITH RESPECT TO
ANY OF THE FOREGOING MATTERS, THIS PROXY CONFERS DISCRETIONARY
AUTHORITY WITH RESPECT TO SUCH MATTERS UPON THE ABOVE-NAMED
PROXYHOLDER.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO
AMENDMENTS OR VARIATIONS OF THE MATTERS IDENTIFIED IN THE NOTICE OF
MEETING AND WITH RESPECT TO OTHER MATTERS WHICH MIGHT PROPERLY COME
BEFORE THE MEETING.
NOTES:
1. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE
A SHAREHOLDER) TO REPRESENT THEM AT THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS OTHER THAN THE MANAGEMENT NOMINEES. If you desire to
designate as Proxyholder a person other that those persons named
above, the management nominees, you should either strike our their
names and insert in the space provided the name of the person you
desire to designate as Proxyholder or complete another proper form
of the Instrument of Proxy.
2. This Instrument of Proxy, to be valid, must be dated and signed by
the shareholder or by his attorney authorized in writing or, where
the shareholder is a corporation, under its corporate seal and by
a duly authorized and appointed officer, attorney or
representative of the corporation. If the Instrument of Proxy is
executed by an attorney for an individual shareholder or by an
officer, attorney or representative of a corporate shareholder,
the instrument so empowering the officer, attorney or
representative, as the case may be, or a notarial copy thereof,
must accompany the Instrument of Proxy. If this Instrument of
Proxy is not dated, it is deemed to bear the date on which it was
received by Pacific Corporate Trust Company or the Company, as the
case may be.
3. To be effective, this Instrument of Proxy must be deposited at the
office of Pacific Corporate Trust Company at Suite 830, 625 Howe
Street, Vancouver, British Columbia, V6C 3B8 or with the Company
at Suite 1200, 1090 West Pender Street, Vancouver, British
Columbia, V6E 2N7, not less than 24 hours before the time fixed
for the Meeting.
DATED this _____ day of _______________, 1999.
<PAGE> 20
Number of Shares: _______________
_____________________________________
Signature
_____________________________________
Name (Please Print)
_____________________________________
Address
_____________________________________
(Name and Address as registered - Please
notify the Company of any change in your
address.)
<PAGE>
INDO-PACIFIC ENERGY LTD.
SUPPLEMENTAL MAILING LIST RETURN CARD
(National Policy No. 41)
The undersigned certifies that he or she is the owner of securities
(other than debt instruments) of INDO-PACIFIC ENERGY LTD. (the
"Company") and requests to be placed on the Company's supplemental
mailing list in respect of its interim financial statements.
________________________________________
Name - Please print
________________________________________
Address
________________________________________
________________________________________
City/Province or State/Postal or Zip Code
________________________________________
Signature
________________________________________
Date
NOTE: If you wish to be included in the Company's supplemental
mailing list in order to receive its interim financial
statements, please complete and return this card to:
Indo-Pacific Energy Ltd.
Suite 1200 - 1090 West Pender Street
Vancouver, British Columbia
V6E 2N7
As the supplemental mailing list is updated each year, a return card is
required annually in order to remain on the list.
