AUSTRALIAN-CANADIAN OIL
ROYALTIES LTD.
Notice of Annual Meeting of Stockholders
to be held August 21, 2000
Cisco, Texas
July 28, 2000
PLEASE TAKE NOTICE that the Annual Meeting of the Stockholders of
Australian-Canadian Oil Royalties Ltd. will be held on August 21, 2000
at the Pasta Presto Restaurant, 613 2nd Avenue, New York, New York
11568. The meeting will convene at 10:00 o'clock (EST) in the morning
for the following purposes:
(1) For the election of directors:
(2) To ratify the selection of Robert Early & Company, P.C. as
independent auditor for 2000; and
(3) For the transaction of such other business as may properly
come before this meeting.
The transfer books of the Company will not be closed, but only
stockholders of record at the close of business on July 25, 2000, will
be entitled to vote at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN
AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE TO ASSURE YOUR REPRESENTATION AT THE MEETING. YOU MAY REVOKE
YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY GIVING NOTICE TO THE
COMPANY OR BY ATTENDING THE MEETING AND VOTING IN PERSON. YOUR VOTE
IS IMPORTANT.
Ely Sakhai
President
<PAGE>
PROXY STATEMENT
AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
1301 Avenue M
Cisco, Texas 76437
The following information is furnished to stockholders of Australian-
Canadian Oil Royalties Ltd. in connection with the solicitation by the
Board of Directors of the Company of proxies to be used at the Annual
Meeting of Stockholders to be held on August 21, 2000 and at any
adjournment thereof. All properly executed proxies will be voted in
accordance with the instructions contained thereon, and if no choice
is specified, the proxies will be voted for the election of all the
directors named and in favor of each proposal set forth in the Notice
of Meeting.
Any Australian-Canadian Oil Royalties Ltd. shareholder has the power
to revoke his Proxy before its exercise at the Annual Meeting or any
adjournment thereof by: (1) giving written notice of revocation to the
Secretary of the Company, Robert Kamon, P.O. Box 1629, Cisco, Texas
76437, prior to the Annual meeting; (2) giving written notice of
revocation to the Secretary at the Annual Meeting; or (3) signing and
delivering a Proxy bearing a later date. However, the mere presence
at the Annual Meeting of a shareholder who has executed and delivered
a valid Proxy will not revoke such Proxy.
There are no dissenters' rights of appraisal. Neither the By- laws nor
corporate law of the Company's state of Incorporation call for any
dissenters' rights of appraisal.
This proxy statement will be transmitted to stockholders on or about
July 28, 2000.
RECORD DATE
Holders of shares of common stock of the Company of record at the
close of business on July 25, 2000 will be entitled to vote at the
Annual Meeting of Stockholders. The proxy statement will be
transmitted to stockholders on or about July 28, 2000.
VOTING
The voting securities of the Company entitled to vote at the meeting
consist of shares of the no par value common stock of the Company with
each share entitling its owner to one vote. Cumulative voting is not
allowed. The number of outstanding shares (exclusive of treasury
shares) at the close of business on July 25, 2000 was 5,150,000
shares.
The holders of record of 50.1% of the outstanding shares of Common
Stock of the Company will constitute a quorum for the transaction of
business at the Meeting, but if a quorum should not be present, the
Meeting may adjourn from time to time until a quorum is obtained.
A majority of the shares represented and entitled to vote at the
meeting are required for an affirmative vote. An abstain vote will be
counted in determining a quorum, but will not be counted as a vote
either for or against the issues.
ELECTION OF DIRECTORS
At the Meeting, five directors are to be elected who shall hold office
until the next following Annual Meeting of Shareholders or until their
successors are duly elected and qualified. In the absence of specific
directions, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy for the election of the nominees
named below. However, should the person solicited make certain
specifications as to any matter to be voted, these shares will be
voted in accordance with the specifications so made. If one or more of
the nominees named below is not a candidate for election as a director
or directors at the meeting - an event which Company does not
anticipate - the proxy will be voted for a substitute nominee or
nominees and the others named below. Management's nominees for these
directorships are set out below giving their ages and position to be
held.
Name Age Position
-------------------- --- ---------------------
Ely Sakhai 48 President & Director
Robert Kamon 72 Secretary & Director
Kenneth W. Campbell 70 Director
Larry Braun 56 Director
William A. Randall 59 Director
The above named directors have served since the date of incorporation,
April 28, 1997. There are no family relationships between the
directors.
Ely Sakhai, Director and President, is a civil engineering graduate of
Columbia University. He has been engaged in the art gallery business
in New York City for the last fifteen years.
Robert Kamon, Director and Secretary, is a petroleum engineering
graduate of the University of Texas at Austin, Texas. Mr. Kamon has
been President of three NASDAQ listed companies. He is currently the
President of several private companies - Australian Grazing and
Pastoral Co. Pty. Ltd. since 1954, International Oil Lease Service
Corp. since 1961, and Tensleep Oil and Production Inc. since 1989.
Kenneth W. Campbell, Director, is a graduate of the University of
Brandon (Manitoba, Canada). He is President of Solar Energy
Resources, Ltd., a privately held independent Canadian oil and gas
producer.
Larry Braun, Director, was president and owner of Cordoba Resources,
Ltd. previous to June 1993. Between June 1993 and May 1995, he was
President of Senercorp Ventures, Inc. Since May 1995, he has been a
Vice President of Carpatsky Petroleum in Calgary, Alberta, Canada.
William A. Randall, Director, is a graduate of the University of
British Columbia and has an LLB degree from the University of British
Columbia. He has been a practicing commercial attorney for the last
thirty years, and is currently a partner in the Vancouver firm of
Russell and DuMoulin.
Vote required and recommendation of the Board
An affirmative vote of the holders of a majority of the issued and
outstanding shares of Common stock is necessary for the election of
directors.
The Board of Directors recommends a vote for the above named directors
to be elected as directors to hold office until the next Annual
Meeting or until their successor is duly elected and qualified.
BOARD AND COMMITTEE MEETINGS
No meetings were held during the fiscal year ended December 31, 1999,
and six meetings were held subsequent to the year-end. The Board of
Directors has no standing audit, nominating, or compensation
committee. All directors participated in at least 75% of the meetings.
MANAGEMENT
All of the Company's executive officers serve a term of one year or
until their successors are elected or appointed and qualified.
The following table sets forth certain information with respect to the
executive officers, who have served the Company since its inception:
Name Age Position
------------- --- -------------------
Ely Sakhai 48 President
Robert Kamon 72 Secretary/Treasurer
Following the annual meeting the newly elected directors will elect
officers for the next year.
COMPENSATION
Value of the office space used by ACOR was $1,200* for 1999.
Value of the time cost by ACOR executives was $2,400* for 1999.
*These have been recorded as expenses and contributed capital in the
financials in their respective period.
The executive officers of ACOR have received no salary, bonus or stock
compensation since the organization of the Company. The Company has no
bonus, pension, or profit sharing plans. The Company pays for copies,
phone usage, travel expenses and other labor to non-related parties.
Compensation of Directors: Currently directors are not compensated
for attendance at meetings of the Board, although certain travel
expenses relating to attending meetings are reimbursed.
PERFORMANCE GRAPH
The Company is now listed in Standard & Poor's. Currently, the stock
is not listed on an exchange but should be approved in the next month
or so for listing on the OTC Bulletin Board. Herzog, Heine & Geduld,
Inc. has agreed to be our initial market maker and has applied to NASD
to become our market maker.
Subsequent reports filed with the Securities and Exchange Commission
will report a performance graph when appropriate.
CERTAIN TRANSACTIONS
No transactions occurred during the year ended December 31, 1999
between officers and directors and the Company. Several of the
officers and directors of the Company have invested in the oil and gas
business, either directly or through entities in which they have an
interest. Certain of these interests could directly compete with the
interests of the Company. Although the Company is not aware of any
present conflicts of interests, such present or future activities on
the part of the officers and directors could directly compete with the
interests of the Company. If the Company should enter into future
transactions with its officers, directors or other related parties,
the terms of any such transactions will be as favorable to the Company
as those which could be obtained from an unrelated party in an arm's
length transaction.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of July 25, 2000 information
concerning the beneficial ownership of common stock by all holders of
over 5%, by all directors and all directors and officers of the
Company as a group based on 5,150,000 shares outstanding.
Name and Address Number of Percent
Title of Class of Beneficial Owner Shares Owned of Class
-------------- ------------------- ------------ --------
Common Stock Robert Kamon* 1,600,000 31.07%
No Par Value 1304 Avenue L
Cisco, Texas 76437
Common Stock Ely Sakhai 1,400,000 27.18%
No Par Value 10 Windsor Dr.
Old Westbury, NY 11568
Common Stock Australian Grazing
No Par Value & Pastoral Co.,
Pty. Ltd.** 1,008,000 19.57%
1304 Avenue L
Cisco, TX 76437
Common Stock Kenneth Campbell 100,000 01.94%
No Par Value Box 5, Site 16, SS1
Calgary, Alberta T2M 4N3
Canada
Common Stock William A. Randall 20,000 00.39%
No Par Value 2100 - 1075 W. Georgia St.
Vancouver, British Columbia V6E 3G2
Canada
Common Stock Larry Braun 0 00.00%
No Par Value 26 Lake Fraser Place, SE
Calgary, Alberta T2J 3T5
Canada
All directors and officers
as a group (4 persons) 3,120,000 60.58%
Common Stock Jan Soleimani 800,000 15.53%
No Par Value 21 Windsor Drive
New York, NY 11568
*Robert Kamon (592,000 shares) and AGP's (1,008,000 shares) holdings
are included together in Robert Kamon's ownership percentage.
**Australian Grazing & Pastoral Co., Pty. Ltd. (AGP) is controlled by
Robert Kamon.
There are no family relationships between the proposed directors.
Note: The stockholders identified in this table have sole voting and
investment power with respect to the shares beneficially owned by
them. The owners have no rights to acquire additional shares through
options, warrants, rights, or conversion privileges within the next
sixty days. The present principal owners have not sold any of the
original 4,000,000 shares since incorporation, except that
International Oil Lease Service Corp., an original stockholder, sold
592,000 shares on December 1, 1997 to Robert Kamon, prior to the
Company initiating its 504 Regulation D issue.
Management is not aware of any current arrangements, which would
results in a change of control of the Company.
RATIFICATION OF THE SELECTION OF AUDITORS
Robert Early & Company, P.C. audited the Company's financial
statements for the years ended December 31, 1997, 1998 and 1999. The
Board of Directors recommends that the shareholders ratify the
selection of Robert Early & Company, P.C. to audit the accounts of the
Company and the Board of Directors recommends that shareholders vote
FOR this proposal.
Vote required and recommended by the Board
The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock is necessary to ratify Robert Early
& Company, P.C. as the Company's auditor for 2000. The Board of
Directors recommends a vote "FOR" approval of this proposal.
FINANCIAL STATEMENTS
Financial statements are not included in this Proxy Statement, as they
are not deemed necessary for the exercise of prudent judgment by the
stockholders with respect to any proposal to be submitted at this
Meeting.
The SEC Form 10-KSB of the Company for the year ended December 31,
1999, including audited financial statements, was distributed to
stockholders during May, 2000. A copy of the Form 10-KSB is available
by contacting the company at P. O. Box 1629, Cisco, Texas 76437.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before
this Annual Meeting. However, if other matters should come before the
meeting, it is the intention of each person named in the proxy to vote
such proxy in accordance with his judgment on such matters.
STOCKHOLDERS PROPOSALS
Any interested stockholder may submit a proposal concerning the
Company to be considered by the Board of Directors of the Company for
inclusion in the proxy statement and form of proxy relating to next
year's Annual Meeting of Stockholders. In order for any proposal to be
so considered by the Board for inclusion in the proxy statement, all
proposals must be in writing in proper form and received by the
Company on or before March 1, 2001. Any stockholder so interested may
do so by submitting such proposal to: Australian-Canadian Oil
Royalties Ltd., Attention: Robert Kamon, P. O. Box 1629, Cisco, Texas
76437.
PROXY SOLICITATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY. THE SOLICITATION WILL BE BY MAIL.
The entire expense of preparing, assembling, printing and mailing the
proxy form and the material used in the solicitation of proxies will
be paid by the Company. The Company will request banks and brokers to
solicit their customers who beneficially own common stock of the
Company listed in the names of nominees and will reimburse said banks
and brokers for the reasonable out-of-pocket expenses of such
solicitation. In addition to the use of the mail, solicitation may be
made by the employees of the Company by telephone, telegraph, cable
and personal interview. The Company does not expect to pay any
compensation to such persons, other than their regular compensation,
for their services in the solicitation of proxies.
BY ORDER OF THE BOARD OF DIRECTORS
Ely Sakhai
President
Cisco, Texas
July 28, 2000
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY, STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE
URGED TO DATE, SIGN AND MAIL THE ACCOMPANYING PROXY IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE.
<PAGE>
PROXY
AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
(A British Columbia Corporation)
1301 Avenue M - P. O. Box 1629
Cisco, Texas 76437-1629
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
The undersigned hereby appoints Ely Sakhai and Robert Kamon, or either of
them (with full power to act alone and to designate substitutes), proxies of
the undersigned, with authority to vote and act with respect to all shares
of the common stock of Australian-Canadian Oil Royalties Ltd. that the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders to be held on August 21, 2000 at 10:00 a.m. (Eastern
Standard Time) and at any adjournment thereof, upon the matters noted below
and upon any other matters that may properly come before the Meeting or any
adjournment thereof. Said proxies are directed to vote as checked below upon
the following matters, and otherwise in their discretion. An abstain vote
will be counted in determining a quorum, but will not be counted as a vote
either for or against the issues.
(1) To elect as directors the following nominees: Ely Sakhai, Robert
Kamon, Kenneth Campbell, Larry Braun and William Randall.
[ ] FOR all the foregoing nominees
[ ] WITHHOLD AUTHORITY to vote for all of the
foregoing nominees
[ ] ABSTAIN
Note: To withhold authority for an individual nominee, strike a line through
that nominee's name. Unless authority to vote for all of the foregoing
nominees is withheld, this proxy will be deemed to confer authority to vote
for each nominee whose name is not struck.
(2) To ratify the selection of Robert Early & Company, P.C., as the
independent auditor for 2000.
VOTE FOR VOTE AGAINST ABSTAIN
[ ] [ ] [ ]
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder(s). In the absence of specific
directions, this Proxy will be voted for the election of the directors named
and for the ratification of the selection of independent accountants. If any
other business is transacted at the Meeting, this Proxy will be voted in
accordance with the best judgment of the proxies. The Board of Directors
recommends a vote FOR each of the listed propositions. This Proxy may be
revoked prior to its exercise.
Note: Please sign exactly as name(s) appear on the stock certificate. An
attorney, executor, administrator, trustee or guardian or other fiduciary
should sign as such. ALL JOINT OWNERS MUST SIGN.
Dated: ___________ __________________________________
Signature of Stockholder(s)
__________________________________
Signature of Stockholder(s)
