<PAGE>
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SOLV-EX CORPORATION
(Name of Registrant as Specified in its Charter)
_______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:(1)
4) Proposed maximum aggregate value of transaction:
__________
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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>
JOHN S. RENDALL
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
November 27, 1995
TO OUR SHAREHOLDERS:
On behalf of the Board of Directors and management of Solv-Ex Corporation, I
cordially invite you to attend the Annual Meeting of Shareholders to be held on
Friday, December 15, 1995, at 2:00 p.m. at the Hyatt Regency Hotel, 330 Tijeras
Avenue N.W., Albuquerque, New Mexico.
The accompanying Notice of Annual Meeting and Proxy Statement includes all
pertinent information with respect to the election of directors, which is the
only matter upon which shareholders have been asked to consider and vote upon at
this year's meeting. It is important that you be represented at the meeting
regardless of the number of shares you hold. You are encouraged to specify your
voting preferences by so marking, dating and signing the enclosed proxy card.
Please complete and return the proxy card in the enclosed envelope whether or
not you plan to attend the Meeting. If you do attend and wish to vote in person,
you may revoke your proxy at that time or at any other time prior to the
Meeting.
We have also enclosed a copy of the Company's Annual Report on Form 10-K for
the Fiscal Year ended June 30, 1995 as filed with the Securities and Exchange
Commission, and we welcome any questions you may have. At or before the Meeting,
we will up date you as to any recent developments, which we know will be of
interest to all shareholders.
I hope to see you at the meeting,
Sincerely,
John S. Rendall
<PAGE>
SOLV-EX CORPORATION
500 Marquette N.W., Suite 300
Albuquerque, New Mexico 87102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 15, 1995
NOTICE IS HEREBY GIVEN to the shareholders of Solv-Ex Corporation, a New
Mexico corporation (the "Company"), that the Annual Meeting of Shareholders will
be held at the Hyatt Regency Hotel, 330 Tijeras Avenue N.W., Albuquerque, New
Mexico, at 2:00 p.m., MST, on December 15, 1995, for the following purposes:
1. To elect a board of nine directors to serve until the 1996 Annual
Meeting of Shareholders and until their respective successors are
elected and qualified.
2. To transact such other and further business as may properly come
before the meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on November 24, 1995 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
HERBERT M. CAMPBELL II
SECRETARY
Albuquerque, New Mexico
November 27, 1995
_______________________________________________________________________________
RETURN OF PROXIES
A proxy and business reply envelope are enclosed for your use if you do not
plan to attend the Annual Meeting in person. We urge each shareholder who is
unable to attend the meeting to vote by promptly signing and returning his or
her proxy, regardless of the number of shares held.
_______________________________________________________________________________
<PAGE>
SOLV-EX CORPORATION
PROXY STATEMENT
For the Annual Meeting of Shareholders To Be Held December 15, 1995
The accompanying proxy is being solicited by the Board of Directors of Solv-
Ex Corporation, a New Mexico corporation (the "Company"), for use at the Annual
Meeting of Shareholders (the "Meeting") to be held on December 15, 1995, and at
any adjournment thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Shareholders. The Company's principal
executive offices are located at 500 Marquette N.W., Suite 300, Albuquerque, New
Mexico 87102, and its telephone number is (505) 243-7701 (FAX 243-7705).
The Company intends to mail this Proxy Statement and proxy card, together
with the Annual Report on Form 10-K as filed with the Securities and Exchange
Commission for the fiscal year ended June 30, 1995, on or about November 27,
1995 to holders of record of shares of Common Stock ($.01 par value) of the
Company (the "Common Stock"). Only holders of record at the close of business on
November 24, 1995 will be entitled to vote at the Meeting. The outstanding
voting stock of the Company on October 31, 1995 consisted of 20,908,440 shares
of Common Stock, each of which is entitled to one vote.
The cost of this solicitation of proxies will be borne by the Company. The
Company will also reimburse brokerage firms and other persons representing
beneficial owners of Common Stock for their reasonable expenses in forwarding
solicitation materials to such beneficial owners in accordance with the rules
and regulations of the Securities and Exchange Commission. In addition to use of
the mails, proxies may be solicited personally or by telephone, telegram, or
otherwise by certain of the Company's directors, officers, and regular
employees, without additional compensation.
VOTING PROCEDURES
With respect to election of directors, voting is non-cumulative and proxies
cannot be voted for a greater number of persons than the nominees named. Broker
non-votes (voting authority withheld) and abstentions will be counted for
purposes of determining whether a quorum exists at the meeting. However, broker
non-votes have no effect on the actual vote for election of directors, which
requires a plurality of the votes present in person or represented by proxy and
entitled to vote thereon.
All shares represented by properly executed proxies received in time for the
meeting will be voted as instructed. If no instructions are received, proxies
will be voted FOR the election of directors. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before its use
by delivering to the Secretary of the Company written notice of revocation or a
duly executed proxy bearing a later date or by attending the Meeting and voting
in person.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth the only person known by the Board of
Directors to be the beneficial owner of more than 5% of the outstanding shares
of the Company as of October 31, 1995:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OFCLASS
- - ------------------------------------ ------------------ ---------------
<S> <C> <C>
John S. Rendall 3,384,860(1) 16.04%
500 Marquette N.W., Suite 300
Albuquerque, New Mexico 87102
</TABLE>
__________
(1) Includes 31,180 shares held of record by Mr. Rendall's wife and 300,000
shares held in trust for Mr. Rendall's children, together with currently
exercisable options to purchase a total of 200,000 shares of Common Stock
under the Company's Incentive Stock Option Plan.
ELECTION OF DIRECTORS
The bylaws of the Company provide that the Board of Directors may consist of
not more than ten nor less than six members as may be established from time to
time by the Board of Directors. Under these bylaws, the Board of Directors may
at any time increase the number of Directors, to a maximum of ten members, and
appoint persons to fill these positions to serve until the next annual meeting
of shareholders after such appointment. The Board of Directors has determined
that nine persons will be nominated for election as directors at the Meeting,
all of whom are currently directors of the Company as described below.
The proxies cannot be voted for a greater number of persons than the nominees
named. The persons named in the accompanying proxy intend to vote (unless
authority to vote for directors is withheld in such proxy) all duly executed
proxies unrevoked at the time of the exercise thereof for the election to the
Board of Directors of all the nominees named below. If any nominee is unable to
serve (which management has no reason to expect), such persons intend to vote
for as many of such nominees as it is possible to elect and, if they deem it
advisable, for a substitute nominee.
-INTERLOCKING ARRANGEMENTS
There are no interlocking arrangements (or family relationships) pursuant to
which any director, executive officer or nominee for election as a director of
the Company serves on the Board of Directors (or any committee) of any other
entity, or pursuant to which any executive officer or director of any other
entity serves on the Board of Directors of the Company or any committee thereof.
-NOMINEES FOR ELECTION AS DIRECTORS
The table below sets forth the name, age and all positions held with the
Company (including length of service) by each nominee for election as a director
and is followed by a description of the business experience of each such person.
If elected, the term of office shall be until the next meeting of shareholders
at which directors are elected, which is expected to be approximately one year
after the 1995 meeting. The Company has no executive officers who are not also
directors.
-2-
<PAGE>
<TABLE>
<CAPTION>
NAME AGE OFFICES HELD LENGTH OF SERVICE
---- --- ------------ -----------------
<S> <C> <C> <C>
John S. Rendall 61 Chairman, Chief Executive Since 1980 (1)
Officer and Director
W. Jack Butler 76 President and Director Since 1991 (2)
Herbert M. Campbell II 51 Senior Vice President, Secretary, Since 1992 (3)
General Counsel and Director
J.E. Czaja 64 Vice President - Canada Since 1993
and Director
Julius D. Heldman 76 Director Since 1980 (4)
M. Norman Anderson 64 Director Since 1986 (5)
Lee F. Robinson 71 Director Since 1988
Thompson MacDonald 48 Director Since 1993 (6)
M.E.("Pat") Davey 69 Director Since 1995 (7)
</TABLE>
__________
(1) Mr. Rendall was President of the Company from July 2, 1980 to October 1,
1983, and from January 1, 1989 until July 1, 1992. Since November 1989, he
has also served as President and a director of Can-Amera Oil Sands, Inc., a
subsidiary of the Company.
(2) Mr. Butler became Executive Vice President of the Company on February 22,
1991 and became President on July 1, 1992.
(3) Mr. Campbell became Vice President, Secretary and General Counsel of the
Company on June 1, 1992. He was appointed as a Director on October 15,
1992, became Senior Vice President in September, 1994 and also serves as
Corporate Secretary for Can-Amera Oil Sands, Inc., a subsidiary of the
Company.
(4) Dr. Heldman served as Senior Vice President of the Company from September
15, 1988 until October 9, 1992 and is Chairman of the Company's Audit and
Compensation Committee.
(5) Mr. Anderson is a member of the Company's Audit and Compensation Committee.
(6) Mr. MacDonald has also served since March, 1994 as a director of Can-Amera
Oil Sands, Inc., a subsidiary of the Company, and also serves as a paid
consultant to the Company.
(7) Mr. Davey serves as a paid consultant to the Company.
No arrangement exists between any of the above officers and directors
pursuant to which any of those persons was elected to such office or position.
John S. Rendall was associated with RTL Contactor Holdings, S.A. from 1977
through 1979 as plant manager of RTR Oil Sands Alberta, Ltd. (a subsidiary of
Rio-Tinto, Inc.), an oil sands extraction pilot plant at Fort McMurray in
Canada. From June 1979 through December 1979, he was also a part-time sales
representative for RTL and RTR in the United States, responsible for the
licensing of certain patents which he had sold to these companies.
W. Jack Butler was associated with Mobil Oil Corporation and its affiliated
companies in Europe, Africa and the Middle East since 1951 until his retirement
in 1985. Mr. Butler retired as the Middle East Regional Director - London for
Mobil Oil Corporation and as Chairman and Director of several of Mobil Oil
Corporation's Middle East and African companies, including Mobil Saudi Arabia,
Inc..
Herbert M. Campbell II was previously employed from 1967 through 1984 by
Ranchers Exploration and Development Corporation, a diversified mining company
which merged into
-3-
<PAGE>
Hecla Mining Company in 1984. He was Senior Vice President and Chief Counsel
at the time of the merger, and, from 1985 until 1989, served as President and
a Director of Olympic Mining Corporation, which controls a silica sand mining
and processing operation in Southern California. From 1989 until he was
employed by the Company, Mr. Campbell was associated with Mains & McConnell,
Inc., a commercial insurance brokerage firm. He is a member of the New Mexico
State Bar.
J.E. Czaja served as Executive Vice President and a Director of Shell Canada
Limited from 1983 until his retirement in 1991. At the time of his retirement,
he was responsible for its oil (including oil sands), gas and coal exploration
and production activities.
Julius D. Heldman served as Vice President of Shell Development Company and
as Vice President of Shell Oil Company from April 1969 to his retirement in
October 1980, and was extensively involved in its patenting and licensing
activities and research and development programs. Since his retirement, Dr.
Heldman has been president of Heldman Associates, petroleum consultants.
M. Norman Anderson is president of his own consulting firm, Anderson &
Associates in Vancouver, a natural resources management consulting firm with
major international clients. From January, 1987 until December, 1992, he was a
principal and managing director of Anderson Genssler & Schwab, Inc., management
consultants. From February, 1991 until August, 1992 he was also Chairman of
International Corona Corporation, a mining and exploration company. From 1980
until 1986, Mr. Anderson was Chairman and Chief Executive Officer of Cominco
Ltd., a mining, refining and manufacturing company. Mr. Anderson is also a
director of Homestake Mining Company, the Toronto Dominion Bank, Finning Ltd.,
Western Star Trucking and Prime Resources.
Lee F. Robinson has been Chairman and a Director for more than the past ten
years of Biotechnic Ltd., Graesser Contactors Ltd., and H.M.C. Technology, Ltd.,
all of which companies are located in London, England and are engaged in the
business of engineering technology development.
Thompson MacDonald is the president of his own communications consulting firm
in Calgary, Alberta (Canada), which provides strategies for media and government
relations to a wide variety of public and private sector clients, including the
Company. Prior to forming his consulting firm in January, 1988, Mr. MacDonald
was Vice President, News and Public Affairs, for CFCN Television Calgary for
more than 10 years. Mr. MacDonald is also a director of the Canadian
Broadcasting Corporation and Multi-corp Inc., which is engaged in
telecommunications and language translation technologies.
M.E. ("Pat") Davey holds B.S. degree in Mechanical Engineering from the
Washington State University and is currently acting as a consultant to manage
the Solv-Ex program for production of aluminum from alumina in a new
electrolytic cell. Mr. Davey has more than 40 years of experience in the
aluminum smelting industry in both management and consulting positions. He
worked on a wide variety of plant development and management assignments for
Kaiser Aluminum & Chemical Corporation in the U.S. and several foreign
countries. Mr. Davey retired from Kaiser as International Engineering and
Maintenance Manager in 1982 and has been active as a consultant to the aluminum
smelting industry since his retirement.
-4-
<PAGE>
-CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
In 1991, the Company retained the consulting services of Mr. Thompson
MacDonald to assist the Company in establishing and maintaining communications
with various governmental departments and ministries of the Province of Alberta
(Canada), and to advise the Company concerning Canadian public relations and its
relationships with various Canadian business entities. Mr. MacDonald was elected
as a director of the Company in December 1995 and is a nominee for election as a
director at the Annual Meeting of Shareholders to be held on December 15, 1996.
During the fiscal year ended June 30, 1995, a total of $39,236 in fees was paid
to Mr. MacDonald for such services. Management believes that the cost of
services rendered by Mr. MacDonald during the year was reasonable compared with
the cost of obtaining similar services from an unaffiliated third party, and
expects to retain the services of Mr. MacDonald in the future. In this regard,
most of the Company's business dealings are within the Province of Alberta,
where its efforts are currently being directed towards establishing commercial
projects.
During the fiscal year ended June 30, 1995, the Company retained Mr. M.E.
Davey to assist the Company in its efforts to develop a new type of electrolytic
cell for production of aluminum metal. Initial work under this program was very
encouraging and, in March, 1995, Mr. Davey became a director of the Company and
agreed, as a consultant, to direct the continuing program to produce aluminum
metal using the new electrolytic cell. Mr. Davey is a nominee for election as a
director at the Annual Meeting of Shareholders to be held on December 15, 1996.
The Company and Mr. Davey have not yet finalized financial arrangements pursuant
to which Mr. Davey will be compensated for his work. However, the Company
believes that the terms upon which Mr. Davey will be compensated will be more
favorable to the Company than could be obtained from an unaffiliated third party
having comparable experience.
-INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board of Directors held two formal meetings during the fiscal year ended
June 30, 1995, although regular communications were maintained throughout the
year among all of the officers and directors of the Company. The Company has
only one committee, a dual purpose Audit and Compensation Committee composed of
Dr. Julius D. Heldman (Chairman) and Mr. M. Norman Anderson, which held one
meeting during the year. The nature and scope of the Committee's
responsibilities are set forth below under the caption "Board Compensation
Committee Report on Executive Compensation."
Based upon the Company's review of copies of forms it receives from officers
and directors and upon representations it receives from certain of such persons,
the Company believes that during the fiscal year ended June 30, 1995, all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934 were
made by such persons on a timely basis.
-DIRECTORS' COMPENSATION
At present, the Company does not provide any cash compensation to directors
who are not employees, but does reimburse such directors for necessary travel
expenses incurred in attending meetings or otherwise acting on the Company's
behalf. Such directors have in the past been given the opportunity to purchase
restricted shares of Common Stock at prices below market value, primarily for
the purpose of raising funds for the Company, and have also
-5-
<PAGE>
been granted options to purchase shares of Common Stock pursuant to the
Company's Stock Option Plan for Directors ratified by the shareholders of the
Company on October 7, 1993. Under the Plan, a director is granted an option
to purchase 25,000 shares of the Company's Common Stock on the date such
person is first elected or appointed as a director at a purchase price equal
to the fair market value of such stock on the date of grant. On each annual
meeting date thereafter at which such person is elected as a director, he
shall be granted an additional option to purchase 10,000 shares of Common
Stock at a price equal to the fair market value on the date of grant. Each
option granted under the Plan becomes fully exercisable after six months of
continuous service as a director following the date of grant.
As of June 30, 1995, options to purchase a total of 150,000 shares at option
prices ranging between $1.50 and $4.91 were outstanding under the Stock Option
Plan for Directors.
-INDEMNIFICATION
Under the By-laws of the Company, a director may be indemnified against
expenses, fines, settlements or judgements arising in connection with a legal
proceeding to which such person is a party as a result of such relationship, if
that person's actions were in good faith, were believed to be in the Company's
best interest, and were believed not to be unlawful. Unless such person is
successful upon the merits in such an action, indemnification may be awarded
only after a determination by independent decision of the Board of Directors, by
legal counsel, or by a vote of the shareholders that the applicable standard of
conduct was met by the person to be indemnified. The Company does not have any
insurance coverage for directors' liability, including coverage for legal
defense costs.
EXECUTIVE COMPENSATION
The table which follows sets forth information concerning the compensation to
the Chief Executive Officer of the Company for the 1993, 1994 and 1995 fiscal
years. During the periods, the Company had no other executive officer whose
annual salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------- -------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER
ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION AWARD(S) OPTIONS/ PAYOUTS SATION
POSITION YEAR ($) ($) ($) ($) SARS (#)(1) ($)(1) ($)
- - ------------------ ---- ------- ----- ------ ---------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John S. Rendall 1995 120,000 -0- 6,000 -0- 100,000 -0- -0-
Chairman and 1994 89,372 -0- -0- -0- -0- -0- 33,000(3)
Chief Executive Officer 1993 58,475 -0- 25,000(2) -0- 100,000 -0- 66,000(3)
</TABLE>
__________
(1) The Company does not have in effect either a plan of Stock Appreciation
Rights ("SAR's") or a Long-Term Incentive Plan.
(2) Amount represents the dollar difference between the price paid by Mr.
Rendall for Common Stock and the fair market value of such Common Stock on
the date of purchase.
(3) Effective January 1, 1989, Mr. Rendall agreed to a salary deferment of
approximately 50% (including automobile allowance) until such time as the
operations and financial condition of the Company permit resumption of full
salary payments. As of June 30, 1995, the aggregate of such deferred
compensation was $99,000 (for years 1993 and 1994), which Mr. Rendall has
agreed to exchange for 33,243 shares of Common Stock valued at the fair
market value of such shares at the time the services were performed
(average value was $2.98 per share).
-5-
<PAGE>
The table which follows sets forth certain information concerning the only
stock option granted to the Company's Chairman and Chief Executive Officer
during the fiscal year ended June 30, 1995 under the Incentive Stock Option Plan
approved by the shareholders of the Company on October 7, 1993. The option price
is equal to 110% of the fair market value of the underlying Common Stock on the
date of grant and the option price is not subject to adjustment (other than
pursuant to a customary antidilution provision).
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL RATES OF STOCK
- - ------------------------------------------------------------------- PRICE APPRECIATION FOR OPTION
% OF TOTAL TERM
OPTIONS OPTIONS GRANTED EXERCISE -----------------------------
GRANTED TO EMPLOYEES PRICE EXPIRATION
NAME (# OF SHARES) DURING YEAR ($/SHARE) DATE 5%($) 10%($)
- - --------------- ------------- --------------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
John S. Rendall 100,000 28% $2.82 8/31/99 $44,728 $130,291
</TABLE>
The table which follows sets forth information concerning exercises of stock
options during the fiscal year ended June 30, 1995 by John S. Rendall, the only
executive officer who is named in the Summary Compensation Table, and the value
of his unexercised stock option as of June 30, 1995, based upon a price of
$8.125 per share, which was the price of the closing trade for the Company's
Common Stock as reported by the Nasdaq Small Cap Market on such date.
AGGREGATED OPTION EXERCISES IN 1995
AND OPTION VALUES AS OF JUNE 30, 1995
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
JUNE 30, 1994 JUNE 30, 1995
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
- - --------------- --------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
John S. Rendall -0- -0- 200,000 $1,178,000
-0- N/A
</TABLE>
Employees of the Company, including officers, are also eligible to receive
options to purchase Common Stock of the Company pursuant to the Incentive Stock
Option Plan approved by the shareholders of the Company on October 7, 1993.
During the fiscal year ended June 30, 1995, options were granted to employees
(including officers) to purchase a total of 353,500 shares of Common Stock
(including the option to Mr. Rendall) at option prices ranging between $2.56 and
$3.56 per share.
Options to purchase Common Stock under the Incentive Stock Option Plan are
granted at an option price equal to the fair market value of such stock on the
date of grant except in the case of the holder of 10% of more of the Company's
outstanding Common Stock, in which the option price must be at least 110% of the
fair market value on the date of grant. Option grants for executive officers of
the Company are determined by the Compensation Committee of the Board of
Directors and option grants for employees who are not executive officers are
determined by the Chairman and Chief Executive Officer of the Company in
accordance with the terms of the Plan.
-7-
<PAGE>
-BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION AND
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Compensation Committee consists of Dr. Julius D. Heldman, who serves as
its Chairman, and Mr. M. Norman Anderson, neither of whom are presently officers
of the Company. With respect to executive compensation, the function of the
Committee and the Board of Directors has been somewhat limited in recent years
because the Company did not have the funds to employ executive officers at
levels of compensation comparable to operating companies in the natural
resources industry. In this regard, Mr. Butler, President of the Company,
currently receives no cash compensation for his services, nor did Dr. Heldman
during his four year tenure as Senior Vice President, and Mr. Rendall is
compensated at a minimal level for performance of his duties as Chairman and
Chief Executive Officer.
The Company is actively engaged in efforts to become an operating company
during the current fiscal year. This also includes efforts to obtain project
financing and adequate funding for the Company's general and administrative
expenses, which can be expected to increase if the Company is able to begin
construction of its first commercial project. In such event, the
responsibilities of the Compensation Committee will be expanded to (i) align the
Company's compensation policies with its long-term business strategy; (ii)
reward executives for performance and enhancement of shareholder value; and
(iii) attract and retain executives whose abilities and dedication are
considered essential to optimum operating efficiency and the long-term growth
and success of the Company. The Committee also has exclusive authority to
administer the Company's Incentive Stock Option Plan as applied to executive
officers.
The Committee does not believe that the compensation (including deferred
compensation as hereinafter described) to Mr. Rendall, as Chief Executive
Officer, adequately reflects the contribution of Mr. Rendall in developing the
Company's technology and maintaining the Company's existence during recent
years. In this regard, however, the Committee believes that the primary measure
of success for the Company will be its ability to establish profitable,
commercial operations through implementation of its technology, and will
determine Mr. Rendall's future compensation based upon the Company's performance
in achieving this objective, as well as consultation with one or more
independent consultants having expertise in the field of executive compensation.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
-Julius D. Heldman, Chairman
-M. Norman Anderson
-PERFORMANCE GRAPH
The following graph compares the total annual return on the Company's Common
Stock with the annual return of the CRSP Total Return Index for the NASDAQ Stock
Market (U.S. and Foreign Companies) for the period July 1, 1989 to June 30,
1994, and with the CRSP Index for NASDAQ stock with SIC codes 1000-1099 (metal
mining companies). Although the Company has not previously engaged in mining
operations and has been classified as a development stage company for accounting
purposes, its research and development activities during the period have
primarily related to metals extraction from crude ores or residues created by
mining and processing oil sands crude ores. Accordingly, the stock price
performance shown on the graph is not necessarily indicative of future price
performance.
-8-
<PAGE>
SUMMARY OF GRAPH FOR ELECTRONIC FILING
<TABLE>
<CAPTION>
CRSP TOTAL RETURNS INDEX FOR: 06/29/90 06/28/91 06/30/92 06/30/93 06/30/94 06/30/95
- - ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
SOLV-EX CORPORATION 100.0 73.8 62.3 275.4 111.5 426.2
NASDAQ STOCK MARKET (US & FOREIGN) 100.0 105.6 126.6 159.8 160.6 210.7
NASDAQ STOCKS (SIC 1000-1099 US + 100.0 94.4 77.5 115.2 131.3 128.2
FOREIGN) METAL MINING
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of October 31, 1995 regarding
the number of shares of the Common Stock of the Company beneficially owned by
all directors and nominees and by all directors and executive officers as a
group. Except as otherwise noted, the directors, nominees and the directors and
executive officers as a group have sole voting and investment power with respect
to the shares listed. The ownership and percentage information is computed for
each named individual (and the group) by including all shares which are subject
to stock options held by the individual (and members of the group for purposes
of that computation) which are exercisable within 60 days.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF INDIVIDUAL OR AMOUNT AND NATURE OF
IDENTITY OF GROUP BENEFICIAL OWNERSHIP PERCENT OF CLASS
- - --------------------------------- -------------------- ----------------
<S> <C> <C>
M. Norman Anderson 166,934(1) *
W. Jack Butler 872,500(2) 4.42%
Herbert M. Campbell II 153,000(3) *
J.E. Czaja 75,000(4) *
M.E. ("Pat") Davey 25,000(5) *
Julius D. Heldman 309,000(6) 1.68%
Thompson MacDonald 49,730(7) *
John S. Rendall 3,384,860(8) 16.66%
Lee F. Robinson 128,998(9) *
All directors and executive
officers as a group 5,165,011(10) 24.7%
</TABLE>
________________________
* Less than one percent.
(1) Total includes fully exercisable options to purchase 45,000 shares.
(2) Total includes a fully exercisable option to purchase 90,000 shares.
(3) Total includes a fully exercisable options to purchase 95,000 shares.
(4) Total includes a fully exercisable option to purchase 50,000 shares.
(5) Total includes fully exercisable option to purchase 25,000 shares.
(6) Total includes a fully exercisable option to purchase 85,000 shares.
(7) Total includes 31,180 shares held of record by Mr. Rendall's wife, 300,000
shares held in trust for Mr. Rendall's children and fully exercisable
options to purchase 200,000 shares.
(8) Total includes fully exercisable options to purchase 45,000 shares.
(9) Total includes fully exercisable options to purchase 670,000 shares.
-9-
<PAGE>
INDEPENDENT AUDITORS
The independent accounting firm of KPMG Peat Marwick LLP was selected by the
Board of Directors with respect to audit of the consolidated financial
statements of the Company and its subsidiaries for the fiscal year ended June
30, 1995, as well as for many prior fiscal years. A representative of KPMG Peat
Marwick is expected to be present at the Meeting and will have an opportunity to
make a statement if desired, and will be available to respond to appropriate
questions.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 1996 Annual Meeting
of Shareholders should be addressed to the Company at 500 Marquette N.W.,
Albuquerque, New Mexico 87102, Attention: Corporate Secretary, and must be
received by the Company by July 5, 1996. Upon receipt of any such proposal, the
Company will determine whether or not to include any such proposal in the Proxy
Statement and proxy in accordance with applicable law. It is suggested that such
proposals be forwarded by Certified Mail-Return Receipt Requested.
OTHER MATTERS
The management of the Company knows of no other matters to be presented at the
Meeting. Should any other matter requiring a vote of shareholders arise at the
meeting, the persons named in the proxy will vote the proxies in accordance with
their best judgment.
By order of the Board of Directors
Herbert M. Campbell II
Secretary
-10-
<PAGE>
<TABLE>
<C> <S>
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John S. Rendall, W. Jack
SOLV-EX CORPORATION Butler or Herbert M. Campbell II as Proxies, each with
MARQUETTE N.W., SUITE 300 the power to appoint his substitute, and hereby authorizes
ALBUQUERQUE, NEW MEXICO 87102 them to vote, as designated below, all of the shares Common
Stock of Solv-Ex Corporation held of record by the undersigned
on November 24, 1995, at the Annual Meeting of Shareholders
to be held on December 15, 1995 or at any adjournment thereof.
</TABLE>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO to vote for all
THE CONTRARY BELOW) / / nominees listed
below / /
(INSTRUCTION) TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
MARK THE BOX NEXT TO THE NOMINEE'S NAME BELOW.)
/ / J.S. Rendall / / W.J. Butler / / H.M. Campbell II / / J.E. Czaja
/ / M.N. Anderson / / L.F. Robinson / / T. MacDonald / / J.D. Heldman
/ / M.E. Davey
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(OVER)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF ALL NOMINEES.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR,
_______________________________________________ TRUSTEE, OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
____________________________________
Signature
_________________________________
PLEASE MARK, SIGN, DATE AND ____________________________________
RETURN THE PROXY CARD Signature if held jointly
PROMPTLY IN THE ENCLOSED ENVELOPE
_________________________________ DATED_________________________, 1995
-11-
