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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of 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
COPPER VALLEY MINERALS LTD.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
( X ) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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COPPER VALLEY MINERALS LTD.
2060 Gisby Street
West Vancouver, British Columbia V7V 4N3
December ___, 2000
Dear Shareholder:
You are cordially invited to attend the annual meeting of
shareholders of Copper Valley Minerals Ltd., which will be held on
December ___, 2000 at ____ _.m., Pacific Standard Time at 2060
Gisby Street, West Vancouver, British Columbia V7V 4N3.
Details of the business to be conducted at the annual meeting are
given in the attached Notice of Annual Meeting of Shareholders and
Proxy Statement.
Whether or not you attend the annual meeting it is important that
your shares be represented and voted at the meeting. Therefore, I
urge you to sign, date, and promptly return the enclosed proxy in
the enclosed postage-paid envelope. If you decide to attend the
annual meeting and vote in person, you will of course have that
opportunity.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the
Company.
Sincerely,
/s/ J. Stephen Barley
J. Stephen Barley
President
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COPPER VALLEY MINERALS LTD.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December ___, 2000
To the Shareholders:
Notice is Hereby Given that the Annual Meeting of the holders of
shares of Common Stock of Copper Valley Minerals Ltd. (the "Common
Stock") will be held at 2060 Gisby Street, West Vancouver, British
Columbia V7V 4N3 on December ____, 2000 at ____ _.m., Pacific
Standard Time, for the following purposes:
1. To elect directors.
2. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on December 1,
2000 are entitled to notice of, and to vote at, this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
J. Stephen Barley, President
December ___, 2000
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign,
date, and return the enclosed Proxy at your earliest convenience.
This will ensure the presence of a quorum at the meeting. PROMPTLY
SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE THE COMPANY THE
EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. An addressed
envelope for which no postage is required if mailed in the United
States is enclosed for that purpose. Sending in your Proxy will not
prevent you from voting your stock at the meeting if you desire to
do so, as your Proxy is revocable at your option.
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COPPER VALLEY MINERALS LTD.
2060 Gisby Street
West Vancouver, British Columbia
V7V 4N3
December___, 2000
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD DECEMBER ___, 2000
This Proxy Statement, which was first mailed to shareholders on or
about December ___, 2000, is furnished in connection with the
solicitation of proxies by the Board of Directors of Copper Valley
Minerals Ltd. (the "Company"), to be voted at the annual meeting of
the shareholders of the Company (the "Annual Meeting"), which will
be held at ____ _.m. on December ___, 2000, at 2060 Gisby Street,
West Vancouver, British Columbia V7V 4N3 for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders.
Shareholders who execute proxies retain the right to revoke them at
any time prior to the exercise of the powers conferred thereby, by
delivering a signed statement to the Secretary of the Company at or
prior to the annual meeting or by executing another proxy dated as
of a later date. The cost of solicitation of proxies is to be borne
by the Company.
Shareholders of record at the close of business on December 1, 2000
will be entitled to vote at the meeting on the basis of one vote
for each share held. On December 1, 2000, there were 2,033,000
shares of common stock outstanding, held of record by 47
shareholders.
The deadline for submittals of shareholder proposals for the next
regularly scheduled annual meeting will be not less than 120 days
prior to the release date of the proxy materials as received at the
Company's principal offices by that date. A shareholder proposal
submitted outside the processes of SEC Regulation Section 240.14a-8
will be considered untimely if received at the principal offices of
the Company on or after 45 days prior to the Company's release of
its proxy statement to shareholders.
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY
STATEMENT IN CONNECTION WITH THE SOLICITATION OF PROXIES MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR
ANY OTHER PERSON.
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MEETING
PLACE, DATE AND TIME
The Annual Meeting will be held at 2060 Gisby Street, West
Vancouver, British Columbia V7V 4N3 on December ___, 2000 at ____
_.m. Pacific Standard Time.
RECORD DATE; SOLICITATION OF PROXIES
The Board of Directors of the Company (the "Board") has fixed the
close of business on December 1, 2000 as the Record Date for the
determination of shareholders entitled to notice of and to vote at
the Annual Meeting. At the Record Date, there were 2,033,000
shares of Common Stock issued and outstanding and entitled to vote
at the Annual Meeting held by approximately 47 holders of record.
Holders of Common Stock are entitled to one vote at the Annual
Meeting for each share of Common Stock held of record at the Record
Date.
In addition to the solicitation of proxies by use of the mails,
proxies may also be solicited by the Company and its directors,
officers and employees (who will receive no additional compensation
therefor) by telephone, telegram, facsimile transmission or other
electronic communication, and/or by personal interview. The
Company will reimburse banks, brokerage houses, custodians and
other fiduciaries who hold shares of Common Stock in their name or
custody, or in the name of nominees for others, for their
out-of-pocket expenses incurred in forwarding copies of the proxy
materials to those persons for whom they hold such shares. The
Company will bear the costs of the Annual Meeting and of soliciting
proxies therefor, including the cost of printing and mailing this
Proxy Statement and related materials. The Company has spent
approximately $2,500 in legal and other expenses in the preparation
of this proxy statement and other expenses connected with the
solicitation of security holders. It is anticipated that the
Company will spend an additional $2,500 in solicitation of security
holders before the meeting is held.
Any questions or requests for assistance regarding the Company's
proxies and related materials may be directed in writing to the
Corporate Secretary of the Company, J. Stephen Barley, at 2060
Gisby Street, West Vancouver, British Columbia V7V 4N3.
PURPOSE OF THE ANNUAL MEETING
At the Annual Meeting, holders of Common Stock of the Company will
be asked to elect directors.
VOTE REQUIRED
One Percent (1%) of the issued and outstanding shares of Common
Stock entitled to vote as of the Record Date, represented in person
or by proxy, is required for a quorum at the Annual Meeting. The
nominees receiving the two highest number of votes will be elected
to the board of directors. Abstentions may be specified and will
be counted as present for the purpose of determining the existence
of a quorum.
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Shares of Common Stock that are represented by properly executed
proxies, unless such proxies shall have previously been properly
revoked (as provided herein), will be voted in accordance with the
instructions indicated in such proxies. If no contrary
instructions are indicated, such shares will be voted FOR the
nominees for the Board named herein, and in the discretion of the
persons named in the proxy as proxy appointees, as to any other
matter that may properly come before the Annual Meeting (of which
the Company is not presently aware). Shares represented by proxies
that have voted against the propositions presented at the meeting
can not be used to postpone or adjourn the meeting in order to
solicit more votes for the proposition.
Brokers who hold shares in a street name have the authority to vote
when they have not received instructions from the beneficial
owners. Brokers who do not receive instructions but who are
present, in person or by proxy, at the Annual Meeting will be
counted as present for quorum purposes.
It is not expected that any matters other than those referred to in
this Proxy Statement will be brought before the Annual Meeting. If
other matters are properly presented, however, the persons named as
proxy appointees will vote in accordance with their best judgment
on such matters. The grant of a proxy also will confer
discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to
the conduct of the Annual Meeting.
Any shareholder may revoke his, her or its proxy (other than an
irrevocable proxy coupled with an interest) at any time before it
is voted, by: (1) filing with the Corporate Secretary of the
Company an instrument revoking the proxy; (2) returning a duly
executed proxy bearing a later date; or (3) attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting
will not by itself constitute revocation of a proxy. There are no
dissenters rights or remedies for shareholders who do not agree
with the outcome of the vote on the issues to be brought at this
Annual Meeting.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE
INFORMATION PRESENTED IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE
URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
ELECTION OF DIRECTORS
Two directors are to be elected at the Annual Meeting, to hold
office for one year until the next annual meeting of shareholders,
and until their successors are elected and qualified. It is
intended that the accompanying proxy will be voted in favor of the
following persons to serve as directors unless the shareholder
indicates to the contrary on the proxy. Management expects that
each of the nominees will be available for election, but if any of
them is not a candidate at the time the election occurs, it is
intended that such proxy will be voted for the election of another
nominee to be designated by the Board of Directors to fill any such
vacancy.
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NOMINEES
J. Stephen Barley
Geoffrey N. Goodall
Mr. J. Stephen Barley (Age 44), President, Secretary, Treasurer &
Director, Copper Valley Minerals Ltd. Mr. Barley received his
Bachelor of Commerce degree from the Mount Allison University in
New Brunswick, Canada in 1979. He received his law degree from
Dalhousie University in Nova Scotia, Canada in 1982. Mr. Barley
practiced as a lawyer with Casey & O'Neill and successor firms from
1984 to 1991. Mr. Barley practiced as a lawyer with J. Stephen
Barley Law Corporation from 1992 to 1997. Mr. Barley specialized
in the areas of corporate and securities law during the time of his
private practice as a lawyer with Casey & O'Neill and J. Stephen
Barley Law Corporation. Mr. Barley's clients included a number of
publicly traded companies involved in the business of mineral
exploration. Mr. Barley has been involved as a corporate finance
consultant and as a director and investor in several private
business ventures since 1997. Mr. Barley is a member in good
standing of the Law Society of British Columbia and the Law Society
of Alberta.
Mr. Geoffrey N. Goodall (Age 38), Director of Copper Valley
Minerals Ltd. Mr. Goodall received his Bachelor of Science,
Geology, from the University of British Columbia in 1984. Mr.
Goodall is a member of the Association of Professional Engineers
and Geoscientists of British Columbia and is a fellow of the
Geological Association of Canada. Mr. Goodall worked as a
geologist with Fox Geological Services Inc. of Vancouver, British
Columbia, Canada from May, 1984 to May, 1997. Mr. Goodall's
responsibilities as a geologist with Fox Geological Services Inc.
increased throughout this period from conducting geological field
surveys to senior geologist in charge of project management. Mr.
Goodall's experience covers all aspects of mineral exploration from
concept design and implementation of reconnaissance exploration to
detailed drilling and preliminary ore reserve calculations. Mr.
Goodall was Vice-President, Exploration of Leigh Resources
Corporation of Vancouver, British Columbia, Canada from June, 1997
to September, 1998. Leigh Resources Corporation is a public
company, the shares of which are traded on the Vancouver Stock
Exchange. Mr. Goodall was responsible for the design,
implementation, and supervision of mineral exploration projects for
Leigh Resources. Mr. Goodall worked with Homestake Mining Inc. of
San Francisco, California from September to December, 1998. Mr.
Goodall's work with Homestake was as a contract geologist and
duties included a review of exploration programs and operations of
Homestake Mining in Bulgaria.
INFORMATION REGARDING THE BOARD
The Company's Board of Directors (the "Board") has an executive
committee consisting of one member, J. Stephen Barley. The
executive committee may have and exercise during the intervals
between the meetings of the Board all the powers vested in the
Board except the power to fill vacancies, the power to change the
membership of, or fill vacancies in, the executive committee or any
other committee of the Board. The Board does not have standing
audit, nominating and compensation committees. All directors
attended 75% or more of the aggregate number of Board meetings. The
current Board includes J. Stephen Barley and Geoffrey N. Goodall.
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The following table sets forth certain information as to the
Company's officers and directors for its fiscal year ended April
30, 2000. No other compensation was paid to any such officer or
directors other than the cash compensation set forth below.
Summary Compensation Table
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ---------- -------
Other Restricted All
Annual Stock Options/* LTIP Other
Name Title Year Salary Bonus Compen- Awarded SARs (#) pay- Compen-
sation outs($) sation
---- --------- ---- ------ ----- ------ ---------- ------- ------- -------
J. President 2000 $9,000 $ 0 $ 0 0 0 0 0
Stephen Director
Barley
Geoffrey
Goodall Director 2000 $ 0 $ 0 $ 0 0 0 0 0
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The following persons have failed to file, on a timely basis, the
identified reports required by section 16(a) of the Exchange Act
during the most recent fiscal year.
--------------------------------------------------------------------------
Known Failures
Number Transactions To File a
of Late Not Timely Required
Name and Principal Position Reports Reported Form
--------------------------------------------------------------------------
J. Stephen Barley, President 2 0 None
Secretary and Treasurer
Geoffrey N. Goodall, Director 2 0 None
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THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE NAMED NOMINEES.
MARKET PRICES AND DIVIDEND INFORMATION
The Common Stock of the Company has been approved for trading on
the NASD over the counter bulletin board under the symbol "CVMN".
There have been no trades of the Company's common stock on the NASD
over the counter bulletin board to date.
The Company has not previously declared or paid any dividends on
its common stock and does not anticipate declaring any dividends in
the foreseeable future.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 1, 2000,
based on information obtained from the persons named below, with
respect to the beneficial ownership of the Common Stock by (i)
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each person known by the Company to own beneficially 5% or more of
the Common Stock, (ii) each director and officer and (iii) all
directors and officers as a group:
Amount of
Title of Name and Address Beneficial Percent
Class of Beneficial Owner Ownership of class
------------ ------------------------------ ---------- --------
Common Stock J. Stephen Barley 1,200,000 59.0%
2060 Gisby Street
West Vancouver, BC
Canada V7V 4N3
Common Stock Geoffrey N. Goodall NIL NIL%
1315 Arborlynn Drive
North Vancouver, BC
Canada V7J 2V6
Common Stock Directors and Officers 1,200,000 59.0%
As a Group
The percentage of shares owned by each of the above persons is
based on a total of 2,033,000 shares of the Company's common stock
issued and outstanding as of December 1, 2000.
INDEPENDENT ACCOUNTANTS
Upon appointment by the Board, Morgan & Company, independent public
accountants, audited and reported on the consolidated financial
statements of the Company and its subsidiaries for the fiscal year
ended April 30, 2000. Such financial statements can be found in
the Company's Form10KSB filed on July 26, 2000. Representatives of
Morgan & Company are not expected to be present at the Annual
Meeting.
OTHER MATTERS
The Board, as of December 1, 2000 was not aware of any matters to
be presented for action at the Annual Meeting other than the
election of directors, and do not intend to bring any other matters
before the Annual Meeting. If any other matters properly come
before the meeting, however, or any adjournment thereof, the person
or persons voting the proxies will vote in accordance with their
best judgment.
By Order of the Board of Directors
of Copper Valley Minerals Ltd.
/s/ J. Stephen Barley
_______________________________
J. Stephen Barley
President and Chief Executive Officer
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COPPER VALLEY MINERALS LTD.
PROXY
FOR ANNUAL MEETING OF THE SHAREHOLDERS OF COPPER VALLEY MINERALS LTD.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Stephen Barley with full power
of substitution as proxy to vote the shares which the undersigned
is entitled to vote at the Annual Meeting of the Company to be held
at 2060 Gisby Street, West Vancouver, British Columbia V7V 4N3 ,
on December ___, 2000 at _____ _.m. Pacific Standard Time, and at
any adjournments thereof.
Please mark your votes as indicated [X]
Total Number of Shares Held: ______________
This proxy when properly signed will be voted in the manner
directed herein by the undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
1. Election of directors: J. Stephen Barley, Geoffrey N. Goodall
FOR Election NOT FOR Election
of directors of directors
[_] [_]
Except vote withheld from following nominee listed above.
___________________________
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please
sign in partnership name by an authorized person.
Signature(s) Dated: ________________, 2000
___________________________ ___________________________
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