<PAGE>
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 Under (S) 240.14a-12
Adventure Minerals Inc.
-------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state how
it was determined):
-------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously by written 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:______________________________________________________________
<PAGE>
ADVENTURE MINERALS INC.
----------------
Notice of Special Meeting of Shareholders
November 2, 2000
----------------
Dear Shareholder:
You are cordially invited to attend the Special Meeting of Shareholders of
Adventure Minerals Inc. (the "Company"), which will be held on November 2,
2000, at 5:00 p.m. at the offices of the Company's legal counsel, Ogden Murphy
Wallace P.L.L.C., located at 1601 Fifth Avenue, Suite 2100, Seattle,
Washington, 98101, for the following purposes as more fully described in the
Proxy Statement accompanying this Notice:
(1) To adopt the Amended and Restated Articles of Incorporation; and
(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on October 13, 2000,
the record date for the meeting, are entitled to receive notice of and to vote
at the Special Meeting or any adjournments thereof.
All of the Company's shareholders are invited to attend the Special Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING,
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED
ENVELOPE PROVIDED WITH THIS NOTICE OR FAX IT TO (360) 332-8279. NO ADDITIONAL
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU WISH.
By Order of the Board of Directors,
/s/ Frank Andre
Frank Andre
President
Blaine, Washington
October 23, 2000
<PAGE>
ADVENTURE MINERALS INC.
435 Martin Street, Suite 3000
Blaine, Washington 98320
Tel: (360) 332-1350
Fax: (360) 332-8279
----------------
PROXY STATEMENT
----------------
DATE, TIME AND PLACE OF SPECIAL MEETING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Adventure Minerals Inc. (the "Company")
for use at the Special Meeting of Shareholders to be held at the offices of
the Company's legal counsel, Ogden Murphy Wallace P.L.L.C., located at 1601
Fifth Avenue, Suite 2100, Seattle, Washington, 98101, on November 2, 2000, at
5:00 p.m., local time, and at any adjournments thereof, for the purposes set
forth herein and in the accompanying Notice. The record date for the meeting
is the close of business on October 13, 2000. All holders of record of the
Company's common stock on the record date are entitled to notice of the
meeting and to vote at the meeting and any meetings held upon adjournment of
that meeting. The approximate date of mailing of this Proxy statement and the
accompanying proxy is October 23, 2000.
PROXY INFORMATION
A proxy form is enclosed. Whether or not you plan to attend the meeting in
person, please date, sign and return the enclosed proxy card, as promptly as
possible, in the postage prepaid envelope provided to insure that your shares
will be voted at the meeting. You may revoke your proxy at any time prior to
its use by filing with the Secretary of the Company an instrument revoking it
or a duly executed proxy bearing a later date, or by attending the meeting and
voting in person. Unless you instruct otherwise in the proxy, any proxy, if
not revoked, will be voted at the meeting:
. To adopt the Amended and Restated Articles of Incorporation;* and
. As recommended by the Company's Board of Directors with regard to all
other matters, in its discretion.
--------
* The overall effect of adopting the Amended and Restated Articles will be to
render more difficult a change in control of the Company by shareholders,
and thus to make difficult the removal of management. See below, section on
Amendment and Restatement of Articles of Incorporation.
Shareholders have no dissenters' rights with respect to the above proposal
based on Nevada Revised Statutes 92A.380.
RECORD DATE AND VOTING
Record Date. As of October 13, 2000, the record date fixed by the Board of
Directors, the Company had 20,315,000 shares of common stock issued and
outstanding and approximately 145 shareholders of record. If the shareholders
of record present in person or represented by their proxies at the meeting
hold not less than 1% of the outstanding shares entitled to vote, a quorum
will exist for the transaction of business at the meeting. Shareholders of
record who abstain from voting, including brokers holding their customers'
shares who cause abstentions to be recorded, are counted as present for quorum
purposes.
Shareholder List. At least 10 days before the Special Meeting, the officer
or agent in charge of the stock transfer books for the shares of the
corporation will make a complete list of the shareholders entitled to vote at
<PAGE>
the Special Meeting arranged in alphabetical order, with the address and
number of shares held by each shareholder. The list will be kept on file at
the principal offices of the Company and will be subject to inspection by any
shareholder at any time during usual business hours. The list will be present
for inspection at the Special Meeting.
Proxies. Each shareholder entitled to vote at the Special Meeting may vote
by proxy executed in writing by the shareholder or by his or her duly
authorized attorney-in-fact, but no proxy can be voted or acted upon after six
months from its date, unless the proxy provides for a longer period. The proxy
must be filed with the Secretary of the Company before or at the time of the
Special Meeting.
The following constitute valid means by which a shareholder may authorize
another person to act for him or her as proxy:
(1) A shareholder may execute a writing authorizing another person or
persons to act for him or her as proxy. The proxy may be limited to
specific proposals. Execution may be accomplished by the signing of the
writing by the shareholder or his or her authorized officer, director,
employee or agent or by causing his or her signature to be affixed to
the writing by any reasonable means including, but not limited to, a
facsimile signature.
(2) A shareholder may authorize another person or persons to act for him or
her as proxy by transmitting or authorizing the transmission of a
telegram, cablegram or other means of electronic transmission to the
person who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly authorized
by the person who will be the holder of the proxy. The transmission
must either set forth or be submitted with information from which it
can be determined that it was authorized by the shareholder.
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other persons representing beneficial
owners of shares for their reasonable out-of-pocket expenses regarding these
solicitations. Proxies may be solicited by certain of the Company's directors,
officers and regular employees, without additional compensation, personally or
by telephone, electronic mail, facsimile or telegram. The Company will pay no
additional compensation to its officers, directors and employees for these
activities.
Date and Time of Opening and Closing of the Polls. The date and time of the
opening of the polls for the Special Meeting of the Shareholders of the
Company shall be 5:00 p.m. on November 2, 2000. The time of the closing of the
polls for voting shall be announced at the Special Meeting. No ballot, proxies
or votes, nor any revocations or changes to a vote, shall be accepted after
the closing of the polls unless a court of equity, upon application by a
shareholder, determines otherwise.
Vote. Votes cast by proxy or in person at the Special Meeting will be
tabulated by the Secretary of the Company. The Secretary will also determine
whether or not a quorum is present. Each shareholder of record at the close of
business on October 13, 2000, is entitled to one vote for each share then held
on each matter submitted to a vote of shareholders. Brokers holding shares of
record for their customers generally are not entitled to vote on certain
matters unless their customers give them specific voting instructions. If the
broker does not receive specific instructions, the broker will note this on
the proxy form or otherwise advise the Company that it lacks voting authority.
The voting requirements for the proposal to be considered by the
shareholders at the Special Meeting are as follows:
Adoption of Amended and Restated Articles of Incorporation:
. A shareholder submitting a Proxy may vote for or against adopting the
Amended and Restated Articles of Incorporation or may abstain from
voting his or her shares. Proxies solicited by the Board of Directors
will, unless otherwise directed, be voted to adopt the Amended and
Restated Articles of Incorporation.
2
<PAGE>
. IF A SUBMITTED PROXY IS PROPERLY SIGNED BUT UNMARKED IN RESPECT OF THE
ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION, THE
PROXY AGENTS NAMED IN THE PROXY WILL VOTE ALL THE SHARES REPRESENTED
THEREBY FOR THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF
INCORPORATION.
. In accordance with Nevada Revised Statutes and the Company's Bylaws, the
adoption of the Amended and Restated Articles of Incorporation requires
a quorum of not less than 1% of the Company's issued and outstanding
shares entitled to vote, and an affirmative vote of more than 50% of the
Company's issued and outstanding shares entitled to vote.
This Proxy Statement is accompanied by the proposed Amended and Restated
Articles of Incorporation (attached hereto as Exhibit A). Shareholders are
encouraged to review the Amended and Restated Articles of Incorporation in
connection with the information contained herein.
INTEREST OF CERTAIN PERSONS IN MATTER TO BE ACTED UPON
The directors and executive officers of the Company do not have any
substantial interest in the matters to be acted upon other than the affect of
certain provisions in the proposed Amended and Restated Articles of Amendment
that entrench them then in their positions and ensure their continued control
of the Company. For further discussion of those provisions, please see the
section of this Proxy statement entitled "Proposal (1): To adopt the Amended
and Restated Articles of Incorporation attached to this Proxy Statement as
Appendix A."
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of October 13, 2000, the record date for the Special Meeting, the Company
had 20,315,000 shares of its common stock issued and outstanding. Each share
of record is entitled one vote at the Special Meeting.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of September 15, 2000, certain information
known to the Company regarding the beneficial ownership of the Company's
common stock, and as adjusted to reflect the share ownership for (i) each
executive officer or director of the Company who beneficially owns shares;
(ii) each shareholder known to the Company to beneficially own five percent or
more of the outstanding shares of its common stock; and (iii) all executive
officers and directors as a group. The Company believes that the beneficial
owners of the common stock listed below, based on information furnished by
such owners, have sole investment and voting power with respect to such
Shares, subject to community property laws where applicable.
<TABLE>
<CAPTION>
No. of Shares Percentage
Name and Position Beneficially Owned Owned
----------------- ------------------ ----------
<S> <C> <C>
Grayson Hand--former Director and Executive
Officer of the Company (1)..................... 6,000,000 29.53%
Gary Martin--Secretary and a Director of the
Company (2).................................... 900,000 4.43
Wayne Hansen--Treasurer and a Director of the
Company (2).................................... 100,000 0.49
Frank Andre--President of the Company (2)....... 100,000 0.49
Don Dick--a Director of the Company (2)......... 0 0.00
ALL CURRENT DIRECTORS AND OFFICERS AS A GROUP (4
Persons)....................................... 1,100,000 5.41
</TABLE>
--------
(1) Accessible at the following address: 101 Convention Center Drive, Suite
1200, Las Vegas, Nevada, 89109.
(2) Accessible at the following address: 435 Martin Street, Suite 3000,
Blaine, Washington, 98230.
3
<PAGE>
Change in Control
Name of Persons Who Acquired Control
On September 13, 2000, the Company entered into an Agreement and Plan of
Reorganization (the "Agreement") with Planet Earth Recycling Inc. ("PERI").
The reorganization consisted of merging PERI with and into the Company. As
part of the agreement, new Board of Directors members and executive officers
were elected and appointed. The number of directors of the Company was
increased from two to three and the pre-merger members of the Board of
Directors were replaced with new directors.
Amount and Source of Consideration
As part of the Agreement, the PERI shareholders exchanged 10,000,000 shares
of common stock of PERI for 10,000,000 shares of common stock of the Company
on a one-for-one basis. The PERI shareholders effectively control 49.22% of
the 20,315,000 issued and outstanding common shares of the Company.
Basis of Control
The Agreement permitted the PERI shareholders to designate the members of
the Board of Directors. Effective September 15, 2000, Grayson Hand and Gordon
Keevil resigned as directors, and successors designated by the PERI
shareholders were appointed. Don Dick, Gary Martin and Wayne Hansen comprise
the new Board of Directors of the Company.
Grayson Hand resigned as President, Treasurer and Secretary and new
executive officers were elected by the Board. The Board elected Frank Andre as
President, Wayne Hansen as Treasurer and Gary Martin as Secretary.
On a long-term basis, the Agreement requires the Company to call this
Special Meeting of its shareholders for the purpose of amending and restating
its Articles of Incorporation which will, among other things, change the name
of the Company to "Planet Earth Recycling Inc."
The Company is not aware of any arrangement that would upset the control
mechanisms currently in place. Although it is conceivable that a third party
could attempt a hostile takeover of the Company, the Company has not received
notice of any such effort.
4
<PAGE>
PROPOSAL (1): TO ADOPT THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
ATTACHED TO THIS PROXY STATEMENT AS APPENDIX A.
The Amended and Restated Articles of Amendment will completely supersede the
existing Articles of Incorporation of the Company. The Articles of
Incorporation of the Company are being amended and restated pursuant to the
Agreement discussed previously under the section of the Proxy Statement
entitled "Change in Control." The Agreement requires that the parties use
their best efforts to cause the Articles of Incorporation of the Company to be
amended and restated and requires that the Company hold a meeting of its Board
of Directors for the purpose of calling a special meeting of shareholders to
amend and restate the Articles of Incorporation. On October 4, 2000, the Board
of Directors of the Company signed resolutions advising the adoption of the
Amended and Restated Articles of Incorporation, called this Special Meeting
and set a record date of October 13, 2000, for the meeting.
The following is a summary comparison of the major changes to the current
Articles of Incorporation of the Company. A copy of the proposed Amended and
Restated Articles of Incorporation is attached to this Proxy Statement as
Appendix A. Where relevant, a brief discussion is included discussing the
purpose of the change and its effect on shareholders, both positive and
negative.
The overall effect of the proposal is to make more difficult the
accomplishment of mergers or the assumption of control by a principal
shareholder, and thus to make more difficult the removal of management.
<TABLE>
<CAPTION>
Proposed Amended and
Current Articles of Restated
Subject Matter of Change Incorporation Articles of Incorporation
---------------------------------------------------------------------------------------
<C> <C> <S>
1. Name of corporation Article One. Adventure Article I. Planet Earth
Minerals Inc. Recycling Inc.
---------------------------------------------------------------------------------------
Purpose: To align the name of the Company more closely with its core
business.
Effect: There is no effect on shareholders from the change in the name of
the Company. The name change will facilitate the Company's shift from
mineral exploration to recycling products and services.
---------------------------------------------------------------------------------------
2. Authorized capital Article Four. 25,000,000 Article II, Section 2.1.
shares of common stock 200,000,000 total
having par value of $0.001 authorized shares,
per share. consisting of 160,000,000
shares of common stock
having par value of $0.001
per share and 40,000,000
shares of preferred stock
having a par value of
$0.001 per share.
---------------------------------------------------------------------------------------
</TABLE>
Purpose: To enable the Board to establish classes and series of preferred
stock with separate rights and preferences to that of common stock.
Effect: Authorizing the preferred stock provides the Board with a mechanism
for establishing a separate class of stock with superior rights to the
common stock of the Company. The issuance of either common or preferred
stock may dilute stock ownership of holders of common stock and thereby
reduce their voting power and reduce their rights to the net assets of the
Company upon dissolution.
5
<PAGE>
<TABLE>
<C> <C> <S>
3. Rights and preferences No authorized preferred Article II, Section
of the preferred stock stock. 2.2. Board of Directors
granted the authority to
issue preferred stock and to
fix and determine and to
amend the voting powers,
designations, preferences,
limitations, restrictions
and relative rights of the
shares, including such
matters as dividends,
redemption, liquidation,
conversion and voting.
----------------------------------------------------------------------------------------
Purpose: To enable the Board to determine the rights, preferences,
privileges and limitations associated with preferred stock without
shareholder approval.
Effect: This is an anti-takeover measure. The Board has exclusive discretion
to issue preferred stock with rights that may trump those of common stock.
The effect may be to dilute the stock ownership of holders of common stock
and thereby reduce their voting power and reduce their rights to the net
assets of the Company upon dissolution. Blank-check preferred stock can
delay or hinder a change in control of the Board and management.
----------------------------------------------------------------------------------------
4. Cumulative voting Bylaws--Article III, Section Article V. The right to
8. Directors shall be cumulate votes in the
elected by a plurality of election of directors shall
the votes of the shares not exist with respect to
present in person or shares of stock of the
represented by proxy at the Company.
meeting and entitled to vote
on the election of
directors. [No cumulative
voting.]
----------------------------------------------------------------------------------------
Purpose: To prevent the ability of a shareholder voting more than one vote
per share held when electing directors.
Effect: With cumulative voting, each holder of stock possessing voting power
would be entitled to as many votes as equal the number of his or her shares
of stock multiplied by the number of directors to be elected. The
shareholder would then be able to cast all of his or her votes for a single
director or multiple directors. Cumulative voting enables a holder of a
substantial minority position entitled to vote to more easily elect a
director by voting a larger number of shares than the shareholder actually
holds. Cumulative voting in the election of directors will not be permitted.
Shareholders of the Company's common stock will be entitled to one vote per
share held. Accordingly, the holders of a majority of the common shares,
present in person or by proxy, will be able to elect all of the Company's
directors. This may have the effect of shifting control over the election of
directors to a few principal shareholders.
----------------------------------------------------------------------------------------
5. Number of directors Bylaws--Article IV, Section Article VI, Section 6.1. No
15. No more than 12 nor less more than 9 nor less than 1.
than 1 person.
----------------------------------------------------------------------------------------
</TABLE>
Purpose: To enable the Board to be comprised of no more than 9 directors.
Effect: None.
6
<PAGE>
<TABLE>
<C> <C> <S>
6. Term of office of Annual election of all Article VI, Section
directors directors. 6.2. Directors shall be
divided into three classes,
with each class to be as
nearly equal in number as
possible, as specified by
resolution of the Board or,
if the directors in office
constitute fewer than a
quorum of the Board, by
affirmative vote of a
majority of the directors in
office. Term of office of
directors is as follows:
First Class--expires at
first annual meeting of
shareholders.
Second Class--expires at
second annual meeting of
shareholders.
Third Class--expires at
third annual meeting of
shareholders.
Thereafter, the directors by
class shall hold staggered
terms of three years.
----------------------------------------------------------------------------------------
Purpose: To set the term of office of each director and to stagger the terms
of the directors to ensure the continuity of the Board and management.
Effect: A staggered Board affects every election of directors. The staggered
system of electing directors makes it more difficult for shareholders to
change the majority of directors even when the only reason for the change
may be the performance of the present directors. Changing the majority of
directors under the staggered system requires three separate annual
meetings, while under the current system of electing directors only one
annual meeting is necessary to change all of the of directors. As an anti-
takeover measure, the effect is to prevent insurgent shareholders from
immediately seizing control of the Board, either through stock acquisitions
or a proxy contest.
----------------------------------------------------------------------------------------
7. Removal of directors Bylaws--Article IV, Section Article VI, Section 6.3.
20. Any director may be Shareholders may remove one
removed by: (a) the or more directors with or
affirmative vote of the without cause, but only at a
holders of a majority of the special meeting called for
outstanding shares of the the purpose of removing the
Company then entitled to director(s) if a majority of
vote, with or without cause; the shares eligible to vote
or (b) the affirmative and cast votes in favor of
unanimous vote of a majority removal.
of the directors of the
Company, with the exception
of the vote of the directors
to be removed, with or
without cause.
----------------------------------------------------------------------------------------
</TABLE>
Purpose: To place limitations on removal of a director by shareholders.
Effect: In combination with the prohibition against shareholders calling a
special meeting, this provision effectively limits the removal of directors
to an annual meeting or Board action. This represents an additional measure
to deter a change in control of the Company.
--------------------------------------------------------------------------------
7
<PAGE>
<TABLE>
<C> <C> <S>
8. Vacancies on Board of Bylaws--Article IV, Section Article VI, Section 6.4. The
Directors 18. Any vacancies on the Board may fill the vacancy,
Board shall be filled only or, if the directors in
by the affirmative vote of a office constitute fewer than
majority of the directors a quorum, they may fill the
then in office, even though vacancy by the affirmative
less than a quorum of the vote of a majority of all
Board. Any director elected directors in office. The
in accordance with the shareholders may fill a
preceding sentence shall vacancy only if there are no
hold office for the directors in office.
remainder of the full term Bylaws--Section 3.14. A
of the director for which Director elected to fill a
the vacancy was created or vacancy shall serve only
occurred. until the next election of
Directors by the
shareholders.
----------------------------------------------------------------------------------------
Purpose: No material change.
Effect: Prevents shareholders from selecting directors to fill vacancies on
the Board. This ensures that the Board will maintain control over its
membership and thereby prevent the removal of management.
----------------------------------------------------------------------------------------
9. Bylaws Bylaws--Article XII, Section Article VIII. Board has
45. The Board shall have the power to adopt, amend or
power to adopt, amend, or repeal the Bylaws of the
repeal Bylaws as set forth Company, subject to the
in the Articles of power of the shareholders to
Incorporation. [The Articles amend or repeal the Bylaws.
of Incorporation do not The shareholders also have
contain a provision on the power to amend or repeal
amending the Bylaws.] Bylaws of the Company and to
adopt new Bylaws.
----------------------------------------------------------------------------------------
</TABLE>
Purpose: Provides shareholders with the authority to amend or repeal Bylaws.
Effect: Shareholders may effect a change in the Bylaws that could impact the
governance of the Company.
8
<PAGE>
<TABLE>
<C> <C> <S>
10. Consent in Lieu of Bylaws--Article III, Section Article IX, Section 9.1. Any
Meeting of Shareholders 13. No action shall be taken action required or permitted
by the shareholders except to be taken at a
at an annual or special shareholders meeting may be
meeting of shareholders taken without a meeting,
called in accordance with without prior notice and
these Bylaws, or by the without a vote, if a consent
written consent of all or consents in writing,
shareholders. setting forth the action
taken, are signed by the
holders of outstanding stock
having not less than the
minimum number of votes that
would be necessary to
authorize or take the action
at a meeting at which all
shares entitled to vote were
present and voted.
----------------------------------------------------------------------------------------
Purpose: To enable less than all of the shareholders to authorize an action
without a meeting.
Effect: The number of shares necessary to approve a proposal by written
consent is decreased from all voting shares to that number required by law
to authorize a particular action. In most cases to approve an action taken
at a shareholders meeting under Nevada corporations law, a majority of the
issued and outstanding shares must vote for the action. The result is to
decrease the power of those shareholders who hold fewer shares. In cases
where less than all of the shareholders may approve an action by written
consent, a few principal shareholders may approve an action by written
consent that other shareholders oppose.
----------------------------------------------------------------------------------------
11. Number of votes Bylaws--Article III, Section Article IX, Section 9.2. The
necessary to approve 8. Except as otherwise minimum number of shares
actions provided by law, the required by law to approve
Articles of Incorporation or the action; pursuant to NRS
the Bylaws, all action taken 78.320(1)(b), 51% of the
by the holders of a majority shares present at the
of the votes cast, excluding meeting must vote "for" the
abstentions, at any meeting action.
at which a quorum is present
shall be valid and binding
upon the corporation;
provided, however, that
directors shall be elected
by a plurality of the votes
of the shares present in
person or represented by
proxy at the meeting and
entitled to vote on the
election of directors.
----------------------------------------------------------------------------------------
</TABLE>
Purpose: The existing provision contained in the Bylaws of the Company may
not be legal under Nevada corporate law. In order to correct this potential
deficiency, the provision in the Amended and Restated Articles of
Incorporation defaults to the appropriate section of the Nevada Revised
Statute.
Effect: Generally, Nevada corporations law requires the affirmative vote of
a majority of the issued and outstanding common shares to approve an action
of the Company by the shareholders.
9
<PAGE>
<TABLE>
<C> <C> <S>
12. Special meetings Bylaws--Article III, Section Article IX, Section 9.3.
6. Special meetings of the Except as may be authorized
shareholders may be called by the Board upon issuance
by (i) the Chairman of the of preferred stock, special
Board, (ii) the Chief meetings of the shareholders
Executive Officer, or (iii) of the corporation for any
the Board of Directors purpose may be called at any
pursuant to a resolution time by the Board and not by
adopted by the majority of any other person(s).
the total number of
authorized directors.
----------------------------------------------------------------------------------------
Purpose: Limits the authority to call a special meeting to the Board of
Directors as a whole.
Effect: This is an anti-takeover measure. The provision ensures that
shareholders will not be authorized to call a special meeting. The effect is
to limit the ability of one or more shareholders from bringing matters
before the shareholders that may be contrary to the objectives of the Board.
This limitation, in conjunction with the provisions on staggered elections
of directors and removal of directors, prevents shareholders from effecting
a change in control.
----------------------------------------------------------------------------------------
13. Quorum for Meetings of Bylaws--Article III, Section Article IX, Section 9.4.
Shareholders 8. Holders of not less than Except as required elsewhere
one percent (1%) of the in the Articles of
outstanding shares of stock Incorporation or under law,
entitled to vote constitute one-third of the votes
a quorum. entitled to be cast on a
matter by the holders of
shares that are entitled to
vote and be counted on the
matter shall constitute a
quorum of such shares at a
meeting of shareholders.
----------------------------------------------------------------------------------------
</TABLE>
Purpose: To increase in the number of shares necessary to constitute a
quorum for conducting the business of the Company.
Effect: The ability to form a quorum and hold a shareholder meeting becomes
more difficult because a larger number of voting shares must be present to
convene the meeting.
The Board of Directors recommends you vote FOR the adoption of the Amended
and Restated Articles of Incorporation.
OTHER MATTERS
A copy of the proposed Amended and Restated Articles of Incorporation is
enclosed herewith as Appendix A.
The Board of Directors does not intend to bring any matters before the
Special Meeting other than as stated in this Proxy Statement and is not aware
that any other matters will be presented for action at the Meeting. Should any
other matters be properly presented, the person named in the enclosed form of
Proxy will vote the Proxy with respect thereto in accordance with their best
judgment, pursuant to the discretionary authority granted by the Proxy.
By Order of the Board of Directors,
/s/ Frank Andre
Frank Andre
President
October 23, 2000
10
<PAGE>
APPENDIX A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PLANET EARTH RECYCLING INC.
The undersigned hereby adopts as its chartering document these Amended and
Restated Articles of Incorporation.
ARTICLE I
The name of the corporation is "Planet Earth Recycling Inc."
ARTICLE II
2.1. Authorized Capital
The total number of shares that this corporation is authorized to issue is
200,000,000, consisting of 160,000,000 shares of Common Stock having a par
value of $0.001 per share and 40,000,000 shares of Preferred Stock having a
par value of $0.001 per share. The Common Stock is subject to the rights and
preferences of the Preferred Stock as set forth below.
2.2. Issuance of Preferred Stock by Class and in Series
The Preferred Stock may be issued from time to time in one or more classes
and one or more series within such classes in any manner permitted by law and
the provisions of these Articles of Incorporation, as determined from time to
time by the Board of Directors and stated in the resolution or resolutions
providing for its issuance, prior to the issuance of any shares. The Board of
Directors shall have the authority to fix and determine and to amend the
designation, preferences, limitations and relative rights of the shares
(including, without limitation, such matters as dividends, redemption,
liquidation, conversion and voting) of any class or series that is wholly
unissued or to be established. Unless otherwise specifically provided in the
resolution establishing any class or series, the Board of Directors shall
further have the authority, after the issuance of shares of a class or series
whose number it has designated, to amend the resolution establishing such
class or series to decrease the number of shares of that class or series, but
not below the number of shares of such class or series then outstanding.
ARTICLE III
The purposes for which the corporation is organized are to engage in any
activity or business not in conflict with the laws of the State of Nevada or
of the United States of America, and without limiting the generality of the
foregoing, specifically:
3.1. Omnibus.
To have to exercise all the powers now or hereafter conferred by the laws of
the State of Nevada upon corporations organized pursuant to the laws under
which the corporation is organized ("applicable corporate law") and any and
all acts amendatory thereof and supplemental thereto.
3.2. Carrying On Business Outside State.
To conduct and carry on its business or any branch thereof in any state or
territory of the United States or in any foreign country in conformity with
the laws of such state, territory, or foreign country, and to have and
maintain in any state, territory, or foreign country a business office, plant,
store or other facility.
<PAGE>
3.3. Purposes To Be Construed As Powers.
The purposes specified herein shall be construed both as purposes and powers
and shall be in no way limited or restricted by reference to, or inference
from, the terms of any other clause in this or any other article, but the
purposes and powers specified in each of the clauses herein shall be regarded
as independent purposes and powers, and the enumeration of specific purposes
and powers shall not be construed to limit or restrict in any manner the
meaning of general terms or of the general powers of the corporation; nor
shall the expression of one thing be deemed to exclude another, although it be
of like nature not expressed.
ARTICLE IV
Except as may be authorized pursuant to Section 2.2 of Article II, no
preemptive rights shall exist with respect to shares of stock or securities
convertible into shares of stock of this corporation.
ARTICLE V
The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE VI
6.1. Number of Directors
The Board of Directors shall be composed of not less than one nor more than
six Directors. Except with respect to the initial Director, the specific
number of Directors shall be set by resolution of the Board of Directors or,
if the Directors in office constitute fewer than a quorum of the Board of
Directors, by the affirmative vote of a majority of all the Directors in
office. The number of Directors of this corporation may be increased or
decreased from time to time in the manner provided herein, but no decrease in
the number of Directors shall have the effect of shortening the term of any
incumbent Director.
6.2. Classification of Directors
The Directors shall be divided into three classes, with each class to be as
nearly equal in number as possible, as specified by resolution of the Board of
Directors or, if the Directors in office constitute fewer than a quorum of the
Board of Directors, by the affirmative vote of a majority of all the Directors
in office. The term of office of Directors of the first class shall expire at
the first annual meeting of shareholders after their election. The term of
office of Directors of the second class shall expire at the second annual
meeting after their election. The term of office of Directors of the third
class shall expire at the third annual meeting after their election. At each
annual meeting after such classification, a number of Directors equal to the
number of the class whose term expires at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting. Absent his
or her death, resignation or removal, a Director shall continue to serve
despite the expiration of the Director's term until his or her successor shall
have been elected and qualified or until there is a decrease in the number of
Directors.
6.3. Removal of Directors
The shareholders may remove one or more Directors with or without cause, but
only at a special meeting called for the purpose of removing the Director or
Directors, and the meeting notice must state that the purpose, or one of the
purposes, of the meeting is removal of the Director or Directors.
6.4. Vacancies on Board of Directors
If a vacancy occurs on the Board of Directors, including a vacancy resulting
from an increase in the number of Directors, the Board of Directors may fill
the vacancy, or, if the Directors in office constitute fewer than a
2
<PAGE>
quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of all the Directors in office. The shareholders may fill a
vacancy only if there are no Directors in office.
ARTICLE VII
This corporation reserves the right to amend or repeal any of the provisions
contained in these Articles of Incorporation in any manner now or hereafter
permitted by the applicable corporate law, and the rights of the shareholders
of this corporation are granted subject to this reservation.
ARTICLE VIII
The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws of this corporation, subject to the power of the shareholders to amend
or repeal such Bylaws. The shareholders shall also have the power to amend or
repeal the Bylaws of this corporation and to adopt new Bylaws.
ARTICLE IX
9.1. Shareholder Actions
Subject to any limitations imposed by applicable securities laws, any action
required or permitted to be taken at a shareholders meeting may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
9.2. Number of Votes Necessary to Approve Actions
Whenever applicable corporate law permits a corporation's articles of
incorporation to specify that a lesser number of shares than would otherwise
be required shall suffice to approve an action by shareholders, these Articles
of Incorporation hereby specify that the number of shares required to approve
such an action shall be such lesser number.
9.3. Special Meetings of Shareholders
So long as this corporation is a public company, special meetings of the
shareholders of the corporation for any purpose may be called at any time by
the Board of Directors or, if the Directors in office constitute fewer than a
quorum of the Board of Directors, by the affirmative vote of a majority of all
the Directors in office, but such special meetings may not be called by any
other person or persons.
9.4. Quorum for Meetings of Shareholders.
Except with respect to any greater requirement contained in these Articles
of Incorporation or the applicable corporate law, one-third of the votes
entitled to be cast on a matter by the holders of shares that, pursuant to the
Articles of Incorporation or the applicable corporate law, are entitled to
vote and be counted collectively upon such matter, represented in person or by
proxy, shall constitute a quorum of such shares at a meeting of shareholders.
ARTICLE X
To the full extent that applicable corporate law, as it exists on the date
hereof or may hereafter be amended, permits the limitation or elimination of
the personal liability of Directors, a Director of this corporation shall not
be liable to this corporation or its shareholders for monetary damages for
conduct as a Director. Any amendments
3
<PAGE>
to or repeal of this Article X shall not adversely affect any right or
protection of a Director of this corporation for or with respect to any acts
or omissions of such Director occurring prior to such amendment or repeal.
ARTICLE XI
11.1. Indemnification.
The corporation shall indemnify its directors to the full extent permitted
by applicable corporate law now or hereafter in force. However, such indemnity
shall not apply if the director did not (a) act in good faith and in a manner
the director reasonably believed to be in or not opposed to the best interests
of the corporation, and (b) with respect to any criminal action or proceeding,
have reasonable cause to believe the director's conduct was unlawful. The
corporation shall advance expenses for such persons pursuant to the terms set
forth in the Bylaws, or in a separate Board resolution or contract.
11.2. Authorization.
The Board of Directors may take such action as is necessary to carry out
these indemnification and expense advancement provisions. It is expressly
empowered to adopt, approve, and amend from time to time such Bylaws,
resolutions, contracts, or further indemnification and expense advancement
arrangements as may be permitted by law, implementing these provisions. Such
Bylaws, resolutions, contracts or further arrangements shall include but not
be limited to implementing the manner in which determinations as to any
indemnity or advancement of expenses shall be made.
11.3. Effect of Amendment.
No amendment or repeal of this Article shall apply to or have any effect on
any right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal.
ARTICLE XII
This Amended and Restated Articles of Incorporation shall become effective
upon filing.
IN WITNESS WHEREOF, the undersigned, President of the corporation, for the
purpose of amending and restating the corporation's Articles of Incorporation,
hereby makes, files and records this Amended and Restated Articles of
Incorporation of Adventure Minerals Inc. and certifies that it is the act and
deed of the corporation and that the facts stated herein are true.
<TABLE>
<S> <C>
_____________________________________________ ___________________________________________
Frank Andre, President Date
Adventure Minerals Inc.
</TABLE>
4
<PAGE>
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ADVENTURE MINERALS INC.
SPECIAL MEETING OF SHAREHOLDERS--NOVEMBER 2, 2000
The undersigned shareholder of ADVENTURE MINERALS INC., a Nevada corporation,
(the "Company") hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement, and hereby appoints Frank Andre or Wayne
Hansen or either of them, as proxies and attorneys-in-fact with full power to
each of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the Special Meeting of Shareholders of the Company
to be held on November 2, 2000, at adjournment(s) or postponement(s) thereof,
and to vote all shares of Stock that the undersigned would be entitled to vote
if then and there personally present, on the matter set forth below:
Proposal No. 1--Adoption of the Amended and Restated Articles of Incorporation
[_] For[_] Against[_] Abstain
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
NOTE: This Proxy should be marked, dated and signed by the shareholder(s)
exactly as his or her name appears hereon, and returned in the enclosed
envelope.
THIS PROXY WILL BE VOTED AS DIRECTED AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY POSTPONEMENT(S) OR
ADJOURNMENTS(S) THEREOF WITH RESPECT TO THE ADOPTION OF THE AMENDED AND
RESTATED ARTICLES OF INCORPORATION, IF NO CONTRARY OBJECTION IS INDICATED, THIS
PROXY WILL BE VOTED FOR THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF
INCORPORATION.
DATED:______________________, 2000
----------------------------------
Print name(s) exactly as shown on
Stock Certificate
----------------------------------
Signature
----------------------------------
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD USING THE
ENCLOSED ENVELOPE. Please sign
exactly as your name appears
hereon. 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 the President or other
authorized officer. If a
partnership, please sign in
partnership name by an authorized
person. THIS PROXY WILL BE VOTED
FOR THE ADOPTION OF THE AMENDED
AND RESTATED ARTICLES OF
INCORPORATION AND FOR ANY OTHER
PROPOSALS IF NO SPECIFICATION IS
MADE.
