PROXY STATEMENT PURSUANT TO
SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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[ ] 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
VEGA-ATLANTIC CORPORATION
-------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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<PAGE>
VEGA-ATLANTIC CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 15, 2000
Notice is hereby given that a Special Meeting of the Shareholders (the
"Meeting") of Vega-Atlantic Corporation, a Colorado corporation (the "Company")
will be held at 2:00 p.m. on December 15, 2000, at 435 Martin Street, Suite
2000, Blaine, Washington 98320, and any adjournments or postponements thereof
(the "Special Meeting") for the following purposes:
1. To adopt an amendment (the "Amendment") to the Company's Articles of
Incorporation, as amended (the "Articles"), which would effect a
reduction in the number of authorized shares of Common Stock from
500,000,000 shares of Common Stock to 100,000,000 shares of Common
Stock, without having any effect upon the authorized, issued and
outstanding shares of Common Stock;
2. To authorize the Board of Directors to effect a reverse stock split of
one-for-four (the "Reverse Stock Split") of the Company's outstanding
Common Stock, depending upon a determination by the Board of Directors
that a Reverse Stock Split is in the best interests of the Company and
its Shareholders with such post-split shares of Common Stock being
referred to herein as the "New Common Stock";
3. To elect the following three (3) persons to serve as directors of the
Company until their successor shall have been elected and qualified:
Grant Atkins, John Frederick William Bowles and Gary Powers;
4. To ratify the selection of LaBonte & Co. as the independent public
accountants of the Company for the fiscal year ending March 31, 2001;
and
5. To consider and act upon 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 23, 2000
shall be entitled to notice of and to vote at the Meeting or any adjournments
thereof. All Shareholders are cordially invited to attend the Meeting in person.
By Order of the Board of Directors
/s/ Grant Atkins
----------------
Grant Atkins, President
November 6, 2000
Blaine, Washington
<PAGE>
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES OF COMMON
STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED
FOR THAT PURPOSE.
VEGA-ATLANTIC CORPORATION
435 Martin Street, Suite 2000
Blaine, Washington 98320
PROXY STATEMENT
Dated
November 6, 2000
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 15, 2000
GENERAL
This Proxy Statement is being furnished to the Shareholders of
Vega-Atlantic Corporation, a Colorado corporation (the "Company") in connection
with the solicitation of proxies by the Board of Directors of the Company (the
"Board of Directors") from holders (the "Shareholders") of outstanding shares of
common stock, $0.00001 par value, of the Company (the "Common Stock"), for use
at the Special Meeting of the Shareholders to be held at 2:00 P.M. on December
15, 2000, at 435 Martin Street, Suite 2000, Blaine, Washington 98320, and any
adjournments or postponements thereof (the "Special Meeting"). This Proxy
Statement, Notice of Special Meeting of Shareholders and the accompanying Proxy
Card are first being mailed to shareholders on or about November 22, 2000.
VOTING SECURITIES AND VOTE REQUIRED
Only Shareholders of record at the close of business on October 23, 2000,
(the "Record Date") are entitled to notice of and to vote the shares of Common
Stock, $0.00001 par value, of the Company held by them on such date at the
Meeting or any and all adjournments thereof. As of the Record Date, 26,446,000
shares of Common Stock were outstanding. There was no other class of voting
securities outstanding at that date.
Each share of Common Stock held by a Shareholder entitles such Shareholder
to one vote on each matter that is voted upon at the Meeting or any adjournments
thereof.
<PAGE>
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Meeting. Assuming that a quorum is present, (i) the affirmative vote of the
holders of a majority of the shares of Common Stock outstanding will be required
to approve the amendment to the Company's Articles of Incorporation in which the
number of authorized shares of Common Stock is reduced from 500,000,000 to
100,000,000; (ii) the affirmative vote of the holders of a majority of the
shares of Common Stock outstanding will be required to authorize the Board of
Directors to effect the Reverse Stock Split; (iii) the affirmative vote of the
holders of a majority of the shares of Common Stock outstanding will be required
to approve the election of Grant Atkins, John Frederick William Bowles and Gary
Powers as the directors of the Company; and (iv) the affirmative vote of the
holders of a majority of the shares of Common Stock outstanding will be required
to ratify the selection of LaBonte & Co. as the independent public accountants
of the Company for the fiscal year ending March 31, 2001.
Abstentions and broker "non-votes" will be counted toward determining the
presence of a quorum for the transaction of business; however, abstentions will
have the effect of a negative vote on the proposals being submitted. Abstentions
may be specified on all proposals. A broker "non-vote" will have no effect on
the outcome of any of the proposals.
If the accompanying proxy is properly signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions contained
therein. Unless contrary instructions are given, the persons designated as proxy
holders in the accompanying Proxy will vote "FOR" the amendment to the Company's
Articles of Incorporation to reduce the number of authorized shares of Common
Stock, "FOR" the Reverse Stock Split, "FOR" approval of the nominated
individuals to the board of directors, and "FOR" approval of ratification of
LaBonte & Co. as the independent public accountants of the Company, and as
recommended by the Board of Directors with regard to any other matters or if no
such recommendation is given, in their own discretion. Each Proxy granted by a
Shareholder may be revoked by such Shareholder at any time thereafter by writing
to the Secretary of the Company prior to the Meeting, or by execution and
delivery of a subsequent Proxy or by attendance and voting in person at the
Meeting, except as to any matter or matters upon which, prior to such
revocation, a vote shall be been cast pursuant to the authority conferred by
such Proxy.
The cost of soliciting these Proxies, consisting of the printing, handling,
and mailing of the Proxy and related material, and the actual expense incurred
by brokerage houses, custodians, nominees and fiduciaries in forwarding proxy
materials to the beneficial owners of the shares of Common Stock, will be paid
by the Company.
In order to assure that there is a quorum, it may be necessary for certain
officers, directors, regular employees and other representatives of the Company
to solicit Proxies by telephone or telegraph or in person. These persons will
receive no extra compensation for their services.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date
concerning: (i) each person who is known by the Company to own beneficially more
than 5% of the Company's outstanding Common Stock; (ii) each of the Company's
executive officers, directors and key employees; and (iii) all executive
officers and directors as a group. Common Stock not outstanding but deemed
beneficially owned by virtue of the right of an individual to acquire shares
within 60 days is treated as outstanding only when determining the amount and
percentage of Common Stock owned by such individual. Except as noted, each
person or entity has sole voting and sole investment power with respect to the
shares shown.
SHARES BENEFICIALLY OWNED
NAME POSITION AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP OWNERSHIP
--------------------------------------------------------------------------------
Alexander W. Cox Shareholder 3,000,000 11.3%
428-755 Burrard St.
Vancouver, British Columbia
V6Z 1X6 Canada
Pacific Rim Financial Inc. Shareholder 1,450,000 5.5%
60 Market Square
P.O. Box 364
Belize City, Belize
Golden Thunder Shareholder 1,600,000 6.6%
Resources Ltd.
938 Howe Street, Suite 402
Vancouver, British Columbia
V6Z 1N9 Canada
Investor Communications (1) Shareholder 1,500,800 6.2%
International, Inc.
435 Martin Street, Suite 2000
Blain, Washington 98320
All officers and directors (2) 320,000 0.1%
as a group (3 persons)
------------------------------
(1) The Company and Investor Communications International, Inc. ("ICI") entered
into a two-year consulting services and management agreement dated April 1,
1999 (the "Consulting Agreement") whereby ICI will perform a wide range of
management, administrative, financial, marketing and public company
services including, but not limited to, the following: (i) international
business relations and strategy development, (ii) investor relations and
shareholder liaison, (iii) corporate public relations, press release and
public information distribution, (iv) property exploration management,
including administration of metallurgical development, metallurgical
liaison, BLM liaison, engineering company liaison, drilling administration,
geologist liaison, mapping, survey and catalogue, geostatistical liaison,
environmental research, geological reports compilation and due diligence
<PAGE>
efforts, (v) administration, including auditor and legal liaison, media
liaison, corporate minutebook maintenance and record keeping, corporate
secretarial services, printing and production, office and general duties,
and (vi) financial and business planning services, including capital and
operating budgeting, banking, bookkeeping, documentation, database records,
preparation of financial statements and creation of annual reports. ICI is
not affiliated with any of the Company's officers, directors, key employees
or other principal shareholders.
(2) Includes 100,000 shares which may be purchased by Grant Atkins upon
exercise of options, 100,000 shares which may be purchased by Mr. Bowles
upon exercise of options, and 100,000 shares which may be purchased by Herb
Ackerman upon exercise of options.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the annual and
long-term compensation for services in all capacities to the Company in the
three fiscal years ended March 31st, of Grant Atkins, John Bowles and Herb
Ackerman.
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------------
Other Securities
Name and Fiscal Annual Underlying
Principal Position Year Salary Bonus Compensation Options
--------------------------------------------------------------------------------
1998 -0- -0- -0-
Grant Atkins 1999 -0- -0- $ 3,000 (1)(2)
President/Director 2000 -0- -0- $66,000 (3) 100,000 (4)
John Bowles 1998 -0- -0- -0- -0-
Director 1999 -0- -0- -0- -0-
2000 -0- -0- $ 1,500 100,000 (4)
Herb Ackerman 1998 -0- -0- -0- -0-
Secretary 1999 -0- -0- -0- -0-
2000 -0- -0- -0- 100,000 (4)
-----------------------
<PAGE>
(1) Represents annual compensation based on fiscal year of April 1st to March
31st and paid according to individual contractual arrangements with the
Company.
(2) During fiscal year ended March 31, 1999, the Company paid approximately
$300,000 to Amerocan Marketing, Inc. ("Amerocan") for services rendered
pursuant to a monthly management agreement during 1999. Of this amount,
Grant Atkins received approximately $3,000 from Amerocan for work conducted
relating to the management and administration of the Company.
(3) During fiscal year ended March 31, 2000, the Company paid approximately
$679,500 to ICI for services rendered pursuant to the Consulting Agreement.
The Company also issued to ICI shares of its Common Stock at $0.50 per
share in exchange for settlement of the debt owed to ICI in the aggregate
amount of $750,389. Of the $679,500 paid to ICI during fiscal year ended
March 31, 2000, Grant Atkins received approximately $60,000 for work
conducted relating to the management and administration of the Company.
(4) Represents stock options to purchase an aggregate of 100,000 shares at an
exercise price of $0.25 per share that are exercisable until April 30,
2010. As of the date of this Statement, none of the options have been
exercised by Messrs. Atkins, Bowles or Ackerman.
COMPENSATION PURSUANT TO PLANS
Options and Warrants. A total of 1,950,000 shares of the Company's Common
Stock, $0.000025 par value, have been reserved for issuance to officers,
directors and consultants of the Company pursuant to the Company's existing
non-qualified stock option plan (the "Stock Option Plan"). Options currently
outstanding held by certain of the Company's officers, directors and current
and/or former consultants allow for the purchase of the Company's restricted
Common Stock at a price of $0.25 per share. According to the provisions of the
Stock Option Plan, the Stock Option Plan is administered by the board of
directors which determines the persons to be granted options, the number of
shares subject to such options, the exercise price of such options and the
option period, and the expiration date, if any, of such options. The exercise of
an option may be less than fair market value of the underlying shares of Common
Stock. No options granted under the Stock Option Plan will be transferable by
the optionee other than by that provided by the Option Share Grant Agreement or
will or the laws of descent and distribution, and each option will be
exercisable only by such optionee. The options provide for adjustment of the
number of shares issuable in the case of stock dividends or stock splits or
combinations and adjustments in the case of recapitalization, merger or sale of
assets.
<PAGE>
CERTAIN TRANSACTIONS
As of the date of this Proxy Statement, the Company has not entered into
any contractual arrangements with related parties other than those transactions
relating to the contractual arrangements with ICI and those resulting primarily
from advances made by related parties to the Company and subsequent issuance of
notes. Mr. Atkins is a director and the president of the Company, and is a
member of the management team provided by ICI.
There were no other transactions or series of transactions for the fiscal
year ended March 31, 2000 nor are there any currently proposed transactions, or
series of the same to which the Company is a party, in which the amount involved
exceeds $60,000 and in which, to the knowledge of the Company, any director,
executive officer, nominee, five percent shareholder or any member of the
immediate family of the foregoing persons, have or will have a direct or
indirect material interest.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and the persons who beneficially own more than ten percent of the
common stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Copies of all filed
reports are required to be furnished to the Company pursuant to Rule 16a-3
promulgated under the Exchange Act. Based solely on the reports received by the
Company and on the representations of the reporting persons, the Company
believes that these persons have complied with all applicable filing
requirements during the fiscal year ended March 31, 2000.
PROPOSAL 1
PROPOSED AMENDMENT TO THE ARTICLES OF
INCORPORATION TO DECREASE THE AUTHORIZED
SHARES OF COMMON STOCK
The Board of Directors has approved a resolution, subject to Shareholder
approval, to amend the Company's Articles of Incorporation to decrease the total
number of authorized shares of Common Stock from 500,000,000 shares of Common
Stock to 100,000,000 shares of Common Stock. The form of amendment (the
"Amendment") to the Articles of Incorporation is attached as Exhibit A, and
reference is made to the Amendment for the complete terms thereof.
<PAGE>
The Company's Articles of Incorporation currently authorize the issuance of
520,000,000 shares. Five hundred million (500,000,000) are designated "Common
Stock" and have a par value of $0.00001. Twenty million (20,000,000) are
designated "Preferred Stock" and are without par value. As of October 23, 2000,
26,446,000 shares of Common Stock were issued and outstanding. The Amendment
will not affect the number of shares of Common Stock issued and outstanding, but
will only affect the total number of shares of Common Stock authorized for
issuance by the Company. The Board of Directors believes that adoption of this
Proposal will increase acceptance of the Company's Common Stock by the financial
community and the investing public and, accordingly, should enhance shareholder
value.
If approved by the Shareholders, the Amendment to the Articles of
Incorporation will decrease the Company's authorized capital stock to
100,000,000 shares of Common Stock from 500,000,000 shares of Common Stock.
Approval of the Amendment requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock entitled to notice of, and to
vote at, the Special Meeting. If the Amendment is approved by the Shareholders,
it will become effective as of the date and time it is filed with the office of
the Secretary of State of Colorado. The filing will be made as soon as
practicable following the approval of the Amendment by the Shareholders.
Board Recommendation
--------------------
The Board recommends a vote FOR the adoption of the Amendment to the
Company's Articles of Incorporation to decrease the authorized shares of Common
Stock from 500,000,000 shares to 100,000,000 shares, and each of the Resolutions
with respect thereto set forth in Exhibit A hereto.
PROPOSAL 2
PROPOSED REVERSE STOCK SPLIT
The Board of Directors has authorized, subject to Shareholder approval, a
Reverse Stock Split of one-for-four of the Company's outstanding Common Stock
that may be effected by the Board depending on market conditions. The intent of
the Reverse Stock Split is to increase the marketability and liquidity of the
Common Stock.
If the Reverse Stock Split is approved by the Shareholders at the Meeting,
it will be effected only upon a determination by the Board of Directors that the
Reverse Stock Split is in the best interests of the Company and the
Shareholders. In the Board's judgment, the Reverse Stock Split would result in
the greatest marketability and liquidity of the Common Stock, based upon
prevailing market conditions, the proposed public offering described below, on
the likely effect on the market price of the Common Stock and other relevant
factors.
<PAGE>
If approved by the Shareholders, the Reverse Stock Split will become
effective on any date (the "Effective Date") selected by the Board of Directors
on or prior to December 31, 2000, upon filing the appropriate amendment to the
Company's Articles of Incorporation with the Colorado Secretary of State. If no
Reverse Stock Split is effected by such date, the Board of Directors will take
action to abandon the Reverse Stock Split without further Shareholder action.
The procedures for consummation of the Reverse Stock Split are attached hereto
as Exhibit B.
Purposes And Effects Of The Reverse Stock Split
-----------------------------------------------
Consummation of the Reverse Stock Split will alter the number of authorized
shares of Common Stock, which will be reduced to 100,000,000 shares (assuming
approval of Proposal 1 to reduce the authorized shares of Common Stock from
500,000,000 shares to 100,000,000 shares.)
The Common Stock is listed for trading on the OTC Bulletin Board under the
symbol VGAA. On the Record Date, the reported closing price of the Common Stock
on the OTC Bulletin Board was $0.20 per share. The Company intends to use its
best efforts in the future to cause its shares of Common Stock to be approved
for trading on the Nasdaq SmallCap Market (the "SmallCap Market"). The Company
currently does not qualify for admission to the SmallCap Market because its
per-share price of $0.20 (as of the close of trading on October 23, 2000) is
below the $3.00 level required for admission to the SmallCap Market. Further,
the Company's net tangible assets and shareholders' equity are below the minimum
requirements of $4,000,000 and $2,000,000, respectively, for inclusion on the
SmallCap Market. Management believes that, based on future generation of
revenues and offerings of Common Stock, the Company may eventually meet the net
tangible assets requirement imposed by the SmallCap Market and the shareholder
equity requirement imposed by the SmallCap Market. Management intends to effect
a Reverse Stock Split at a level of one-to-four which it believes is sufficient
to enable the Company in the future to meet such requirements for admission into
the SmallCap Market. The Board of Directors believes that a Reverse Stock Split
will result in attaining both of its goals of achieving a per-share price in
excess of $3.00 and increasing the marketability and liquidity of the Company's
Common Stock.
Additionally, the Board believes that the current per-share price of the
Common Stock has limited the effective marketability of the Common Stock because
of the reluctance of many brokerage firms and institutional investors to
recommend lower-priced stocks to their clients or to hold them in their own
portfolios. Certain policies and practices of the securities industry may tend
to discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those policies and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
brokerage commission on a sale of lower-priced stock may also represent a higher
percentage of the sale price than the brokerage commission on a higher priced
issue. Any reduction in brokerage commissions resulting from the Reverse Stock
Split may be offset, however, in whole or in part, by increased brokerage
commissions required to be paid by stockholders selling "odd lots" created by
such Reverse Stock Split.
<PAGE>
On the Record Date the number of record holders of the Common Stock was 87
and the number of beneficial holders of Common Stock was estimated to be
approximately 400. The Company does not anticipate that any Reverse Stock Split
will result in a significant reduction in the number of such holders, and does
not currently intend to effect any Reverse Stock Split that would result in a
reduction in the number of holders large enough to jeopardize listing of the
Common Stock on the SmallCap Market or the Company's being subject to the
periodic reporting requirements of the Securities and Exchange Commission.
The Reverse Stock Split would have the following effects upon the number of
shares of Common Stock outstanding (26,446,000 shares as of the Record Date) and
the number of authorized and unissued shares of Common Stock (assuming that no
additional shares of Common Stock are issued by the Company after the Record
Date and that the Reverse Stock Split is effected and without taking into
account any increase in the number of outstanding shares resulting from the
exercise of outstanding options and warrants). The Common Stock will continue to
be $0.00001 par value common stock following any Reverse Stock Split, and the
number of shares of Common Stock outstanding will be reduced. The following
example is intended for illustrative purposes.
Reverse Stock Common Stock Authorized and
Split Outstanding Unissued Common Stock
1 for 4 6,611,500 100,000,000
At the Effective Date, each share of the Common Stock issued and
outstanding immediately prior thereto (the "Old Common Stock"), will be
reclassified as and changed into the appropriate fraction of a share of the
Company's Common Stock, $0.00001 par value per share (the "New Common Stock"),
subject to the treatment of fractional share interests as described below.
Shortly after the Effective Date, the Company will send transmittal forms to the
holders of the Old Common Stock to be used in forwarding their certificates
formerly representing shares of Old Common Stock for surrender and exchange for
certificates representing whole shares of New Common Stock. No certificates or
scrip representing fractional share interests in the New Common Stock will be
issued, and no such fractional share interest will entitle the holder thereof to
vote, or to any rights of a shareholder of the Company. In lieu of any such
fractional share interest, each holder of Old Common Stock who would otherwise
be entitled to receive a fractional share of New Common Stock will in lieu
receive one full share upon surrender of certificates formerly representing Old
Common Stock held by such holder.
<PAGE>
Federal Income Tax Consequences of the Reverse Stock Split
----------------------------------------------------------
The following is a summary of the material federal income tax consequences
of the proposed Reverse Stock Split. This summary does not purport to be
complete and does not address the tax consequences to holders that are subject
to special tax rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, nonresident alien
individuals, broker-dealers and tax-exempt entities. This summary is based on
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
and proposed regulations, court decisions and current administrative rulings and
pronouncements of the Internal Revenue Service ("IRS"), all of which are subject
to change, possibly with retroactive effect, and assumes that the New Common
Stock will be held as a "capital asset" (generally, property held for
investment) as defined in the Code. Holders of Old Common Stock are advised to
consult their own tax advisers regarding the federal income tax consequences of
the proposed Reverse Stock Split in light of their personal circumstances and
the consequences under state, local and foreign tax laws.
1. The reverse split will qualify as a recapitalization described in
Section 368(a)(1)(E) of the Code.
2. No gain or loss will be recognized by the Company in connection with
the Reverse Stock Split.
3. No gain or loss will be recognized by a shareholder who exchanges all
of his shares of Old Common Stock solely for shares of New Common
Stock.
4. The aggregate basis of the shares of New Common Stock to be received
in the Reverse Stock Split (including any whole shares received in
lieu of fractional shares) will be the same as the aggregate basis of
the shares of Old Common Stock surrendered in exchange therefore.
5. The holding period of the shares of New Common Stock to be received in
the Reverse Stock Split (including any whole shares received in lieu
of fractional shares) will include the holding period of the shares of
Old Common Stock surrendered in exchange therefor.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY,
EACH HOLDER OF COMMON STOCK OF THE COMPANY IS URGED TO CONSULT WITH HIS OWN TAX
ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK
SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL,
FOREIGN OR OTHER TAXING JURISDICTION.
<PAGE>
Board Recommendation
--------------------
The Board recommends a vote FOR the adoption of the Reverse Stock Split and
each of the resolutions with respect thereto set forth in Exhibit B hereto.
PROPOSAL 3
ELECTION OF THREE (3) PERSONS
TO SERVE AS DIRECTORS OF THE COMPANY
The Company's directors are elected annually to serve until the next Annual
Meeting of Shareholders or until their successors shall have been elected and
qualified. The number of directors presently authorized by the Bylaws of the
Company shall be no less than three (3) nor more than seven (7).
Unless otherwise directed by shareholders, the proxy holders will vote all
shares represented by proxies held by them for the election of the following
nominees, all of who are now members and constitute the Company's Board of
Directors. The Company is advised that all nominees have indicated their
availability and willingness to serve if elected. In the event that any nominee
becomes unavailable or unable to serve as a director of the Company prior to the
voting, the proxy holder will vote for a substitute nominee in the exercise of
his best judgment.
Information Concerning Nominees
-------------------------------
GRANT ATKINS has been a Director and the President of the Company since
October 15, 1998. Mr. Atkins has also been a director and the
secretary/treasurer of Intergold Corporation since September of 1998. For the
past five years, Mr. Atkins has been self-employed and has acted as a financial
and project coordination consultant to clients in government and private
industry. He has extensive multi-industry experience in the fields of finance,
administration and business development. Industry experience includes a one-year
role in 1998-99 as interim Chief Financial Officer of Emergency Communications
for Southwest British Columbia ("E-Comm"). E-Comm is a $150 to $200 million
(Canadian Dollar) radio and tri-service dispatch initiative and deployment for
police, fire and ambulance for Southwest British Columbia, which has federal,
provincial and municipal shareholders. During his tenure at E-Comm during its
start-up phase, E-Comm raised in excess of $146,000,000 (Canadian Dollar)
through debt financing from the Municipal Finance Authority in British Columbia.
During 1998 and 1999, Mr. Atkins was a consultant through the private management
consulting companies of Tristar Financial Services, Inc. and Investor
Communications International, Inc. Mr. Atkins was retained to conduct financial
consulting and project coordination services for the British Columbia Ambulance
Service on a part-time basis through 1999. Mr. Atkins has provided organization
and controller duties to the Company since October of 1998.
<PAGE>
JOHN FREDERICK WILLIAM BOWLES, BSc., Ph.D, FGS, FIMM, CEng., CGeol.,
EurGeol. Dr. Bowles has been a director of the Company since November 23, 1999,
and is a Mineralogist and Economic Geologist. Mr. Bowles graduated from the
University of London with honors and earned both Bachelor and Doctorate degrees.
In addition, Mr. Bowles has Chartered Engineer, Chartered Geologist, and
European Geologist designations and has memberships and active association with
the Mineralogical Society, the Mineralogical Society of America, and the Irish
Association for Economic Geology. Mr. Bowles is a Fellow of the Mineralogical
Society, the Geological Society, and the Institution of Mining and Metallurgy.
Mr. Bowles retains honorary senior research fellowships with the Geology
Department of Manchester University and the Department of Earth Sciences of
Kingston University, both located in the United Kingdom. Mr. Bowles has authored
over fifty scientific research papers during the past 25 years for numerous
trade and industry publications worldwide. For the past 14 years, Mr. Bowles has
acted as the managing director of Mineral Science Ltd. of Chesham, UK. Mineral
Science Ltd. is an international geological and mineralogical consultancy
specializing in the assessment of metalliferous minerals in relation to
commercial mining operations.
GARY J. POWERS has been the president and a director of Intergold
Corporation, a Nevada corporation ("IGCO"), since September of 1998 and the
president and a director of International Gold Corporation, a Nevada corporation
and the wholly-owned subsidiary of IGCO, since September of 1998. Mr. Powers has
worked in the public sector at a senior Canadian governmental level and has
private sector experience in project development and business management. His
background in the process of government and the needs of business will aid in
the course of developing infrastructure and resources. Mr. Powers has devoted a
substantial amount of time to the operations of IGCO during 1999. For the past
six years, Mr. Powers has worked for Guest Investments Ltd. as a management and
education consultant and for Helen Kupper Enterprises, Ltd. as a business
manager.
Board Recommendation
--------------------
The Board recommends a vote FOR the election of each of the three nominees
for directors of the Company.
PROPOSAL 4
RATIFICATION OF SELECTION OF
LABONTE & CO. AS INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY
The Board of Directors has selected LaBonte & Co. as independent public
accountants of the Company for the fiscal year ended March 31, 2001, and has
further directed that the Company submit the selection of independent public
accounts for ratification by shareholders at the Meeting of Shareholders.
<PAGE>
Board Recommendation
--------------------
The Board recommends a vote FOR the ratification of the selection of
LaBonte & Co. as independent public accountants of the Company for the fiscal
year ended March 31, 2001.
GENERAL
Other Matters
-------------
The Board of Directors does not know of any matters that are to be
presented at the Meeting of the Shareholders other than those stated in the
Notice of Special Meeting and referred to in this Proxy Statement. If any other
matters should properly come before the Meeting, it is intended that the proxies
in the accompanying form will be voted as the persons named therein may
determine in their discretion.
Shareholder Proposals
---------------------
If any shareholder of the Company intends to present a proposal for
consideration at the Special Meeting of Shareholders and desires to have such
proposal included in the proxy statement and forms of proxy distributed by the
Board of Directors with respect to such meeting, such proposal must be received
at the Company's offices, 435 Martin Street, Suite 2000, Blaine, Washington
98320, Attention: Secretary, not later than December 8, 2000.
By Order of the Board of Directors
/s/ Grant Atkins
----------------
Grant Atkins
<PAGE>
EXHIBIT A
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
VEGA-ATLANTIC CORPORATION
FIRST: The name of the Corporation is Vega-Atlantic Corporation.
SECOND: Immediately upon the effectiveness of this amendment to the
Corporation's Articles of Incorporation pursuant to the Colorado Business
Corporation Act (the "Effective Time"), the number of authorized shares of
Common Stock shall be decreased from 500,000,000 $0.00001 par value common
shares to 100,000,000 $0.00001 par value common shares. This Amendment shall not
affect the outstanding and issued shares of Common Stock in any way. This
Amendment authorizes the officers of the Corporation to reduce the stated
capital of the Corporation to reflect the change in outstanding shares of the
Corporation.
This Amendment shall be effectuated by striking in its entirety Article
Third, paragraph (a) and by substituting in lieu thereof the following:
"THIRD. (a) Authorized Shares. The aggregate number of shares which the
corporation shall have the authority to issue is One Hundred Million
shares. One Hundred Million (100,000,000) shares shall be designated
"Common Stock", and shall have a par value of $.00001. Twenty Million
(20,000,000) shares shall be designated "Preferred Stock", and shall be
without par value, and shall be issued for such consideration, expressed in
dollars, as the Board of Directors may, from time to time, determine."
THIRD: By written informal action, unanimously taken by the Board of
Directors of the Corporation effective the 21st day of October, 2000, pursuant
to and in accordance with Sections 7-108-202 and 7-110-103 of the Colorado
Business Corporation Act, the Board of Directors of the Corporation duly adopted
and recommended the amendment described above to the Corporation's Shareholders
for their approval.
FOURTH: Notice having been properly given to the Shareholders in accordance
with Sections 7-107-105 and 7-110-103, at a meeting of Shareholders held on
November 30, 2000, the number of votes cast for the amendment by the each voting
group entitled to vote on the amendment was sufficient for approval by that
voting group.
IN WITNESS WHEREOF, Vega-Atlantic Corporation has caused these presents to
be signed in its name and on its behalf by Grant Atkins, its President, and its
corporate seal to be hereunder affixed and attested by Herb Ackerman, its
Secretary, on this __ day of _________, 2000, and its President acknowledges
that these Articles of Amendment are the act and deed of Vega-Atlantic
Corporation and, under the penalties of perjury, that the matters and facts set
forth herein with respect to authorization and approval are true in all material
respects to the best of his knowledge, information and belief.
VEGA-ATLANTIC CORPORATION
By:____________________________
Grant Atkins, President
By:____________________________
Herb Ackerman, Secretary
<PAGE>
EXHIBIT B
THE REVERSE STOCK SPLIT
RESOLVED, that the Board of Directors be, and it hereby is, authorized to
effect a Reverse Stock Split in accordance with the following Resolutions if the
Board determines in the exercise of their discretion that a Reverse Stock Split
is in the best interests of the Company and the Shareholders and that a Reverse
Stock Split is likely to result in an increase in the marketability and
liquidity of the Common Stock.
FURTHER RESOLVED, that, prior to December 31, 2000, and on the condition
that no other amendment to the Company's Articles of Incorporation shall have
been filed subsequent to November 24, 2000, effecting a reverse stock split of
the Common Stock, Article V of the Company's Articles of Incorporation be
amended by the addition of the following provision:
"Simultaneously with the effective date of this amendment (the
"Effective Date"), each share of the Company's Common Stock, $0.00001 par
value, issued and outstanding immediately prior to the Effective Date (the
"Old Common Stock") shall automatically and without any action on the part
of the holder thereof be reclassified as and changed, pursuant to a reverse
stock split, into any fraction thereof, into 1/4 of a share of the
Company's outstanding Common Stock, $0.00001 par value (the "New Common
Stock"), depending upon a determination by the Board that a Reverse Stock
Split is in the best interests of the Company and the Shareholders, subject
to the treatment of fractional share interests as described below. Each
holder of a certificate or certificates which immediately prior to the
Effective Date represented outstanding shares of Old Common Stock (the "Old
Certificates," whether one or more) shall be entitled to receive upon
surrender of such Old Certificates to the Company's Transfer Agent for
cancellation, a certificate or certificates (the "New Certificates,"
whether one or more) representing the number of whole shares of the New
Common Stock into which and for which the shares of the Old Common Stock
formerly represented by such Old Certificates so surrendered, are
reclassified under the terms hereof.
From and after the Effective Date, Old Certificates shall represent only
the right to receive New Certificates pursuant to the provisions hereof. No
certificates or scrip representing fractional share interests in New Common
Stock will be issued, and no such fractional share interest will entitle
the holder thereof to vote, or to any rights of a shareholder of the
Company. Any fraction of a share of New Common Stock to which the holder
would otherwise be entitled will be adjusted upward to the nearest whole
share. If more than one Old Certificate shall be surrendered at one time
for the account of the same Shareholder, the number of full shares of New
Common Stock for which New Certificates shall be issued shall be computed
on the basis of the aggregate number of shares represented by the Old
Certificates so surrendered. In the event that the Company's Transfer Agent
determines that a holder of Old Certificates has not tendered all his
certificates for exchange, the Transfer Agent shall carry forward any
fractional share until all certificates of that holder have been presented
for exchange such that payment for fractional shares to any one person
shall not exceed the value of one share. If any New Certificate is to be
issued in a name other than that in which the Old Certificates surrendered
for exchange are issued, the Old Certificates so surrendered shall be
properly endorsed and otherwise in proper form for transfer. From and after
the Effective Date the amount of capital represented by the shares of the
New Common Stock into which and for which the shares of the Old Common
Stock are reclassified under the terms hereof shall be the same as the
amount of capital represented by the shares of Old Common Stock so
reclassified, until thereafter reduced or increased in accordance with
applicable law."
FURTHER RESOLVED, that at any time prior to the filing of the foregoing
amendment to the Company's Articles of Incorporation effecting a Reverse Stock
Split, notwithstanding authorization of the proposed amendment by the
Shareholders of the Company, the Board of Directors may abandon such proposed
amendment without further action by the Shareholders.
<PAGE>
EXHIBIT 1
VEGA-ATLANTIC CORPORATION
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 15, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Vega-Atlantic Corporation, a Colorado
corporation (the "Company"), acknowledges receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement, dated November 6, 2000, and hereby
appoints Grant Atkins with the power of substitution, as Attorney and Proxy to
represent and vote all shares of Common Stock of the Company which the
undersigned would be entitled to vote at the Special Meeting of Shareholders,
and at any adjournment or adjournments thereof, hereby revoking any proxy or
proxies heretofore given and ratifying and confirming all that said Attorney and
Proxy may do or cause to be done by virtue thereof with respect to the following
matters:
1. Approval of the Proposal to amend (the "Amendment") the Company's
Articles of Incorporation, as amended, which would effect a reduction
in the number of authorized shares of $.00001 par value Common Stock
from 500,000,000 shares to 100,000,000 shares, without having any
effect upon the authorized, issued and outstanding shares of Common
Stock or upon the par value of the Common Stock.
FOR /___/ AGAINST /___/ ABSTAIN /___/
2. Approval of the Proposal to authorize the Board of Directors to effect
a Reverse Stock Split of one-for-four of the Company's outstanding
Common Stock, depending upon a determination by the Board of Directors
that a Reverse Stock Split is in the best interests of the Company and
its Shareholders.
FOR /___/ AGAINST /___/ ABSTAIN /___/
3. Election of each of the following three (3) persons to serve as
directors of the Corporation until the next Annual Meeting of
Shareholders or thereafter until their successors shall have been
elected and qualified:
Grant Atkins
FOR /___/ AGAINST /___/ ABSTAIN /___/
John William Frederick Bowles
FOR /___/ AGAINST /___/ ABSTAIN /___/
Gary Powers
FOR /___/ AGAINST /___/ ABSTAIN /___/
<PAGE>
4. Ratification of the selection of LaBonte & Co. as the independent
public accountants of the Company for the fiscal year ending March 31,
2001.
FOR /___/ AGAINST /___/ ABSTAIN /___/
5. To act upon such other matters as may properly come before the Meeting
or any adjournments thereof.
This Proxy, when properly executed, will be voted as directed. If no
direction is indicated, the Proxy will be voted FOR each of the above proposals
and FOR the election of each of the nominees listed above to the Board of
Directors and FOR the proposal to ratify the selection of LaBonte & Co. as the
independent public accountants of the Company for the fiscal year ending March
31, 2001.
Dated:________________________, 2000 ________________________
Please sign your name exactly as it appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title as it appears hereon. When signing as joint tenants, all parties in the
joint tenancy must sign. When a proxy is given by a corporation, it should be
signed by an authorized officer and the corporate seal affixed. No postage is
required if returned in the enclosed envelope and mailed in the United States.
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
