<PAGE>
As filed with the Securities and Exchange Commission on July 5, 1996
Registration No. 333-01265
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SOLV-EX CORPORATION
(Exact name of registrant as specified in its charter)
NEW MEXICO 85-0283729
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(State of Incorporation) (IRS Employer Identification No.)
500 MARQUETTE N.W., SUITE 300
ALBUQUERQUE, NEW MEXICO 87102
(505) 243-7701
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(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
HERBERT M. CAMPBELL II
500 MARQUETTE N.W., SUITE 300
ALBUQUERQUE, NEW MEXICO 87102
(505) 243-7701
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(Name, address, including zip code, and telephone number,
including area code of agent for service)
It is requested that copies of all correspondence be sent to:
HERRICK K. LIDSTONE, ESQ.
FRIEDLOB SANDERSON RASKIN PAULSON & TOURTILLOTT, LLC
1400 GLENARM PLACE, SUITE 300
DENVER, COLORADO 80202
(303) 571-1400
Approximate date of commencement of sale to public: As soon as practicable
after this Registration Statement becomes effective.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH MAXIMUM MAXIMUM REGISTRA-
CLASS OF OFFERING AGGREGATE TION
SECURITIES TO AMOUNT TO BE PRICE PER OFFERING FEE
BE REGISTERED REGISTERED UNIT PRICE
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Common Stock 549,870 shares $21.25 $11,684,738 $4,029
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* $6,359 has been previously paid.
(1) Pursuant to Rule 457, the offering price of the securities registered
hereby is computed on the basis of the closing price of the common stock in
the National Association of Securities Dealers Automated Quotation System
Small-Cap Market ("NASDAQ") on June 4, 1996.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the date the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Commission
acting pursuant to said Section 8(a) may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
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THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
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<PAGE>
Subject to Completion
Preliminary Prospectus Dated July 5, 1996
549,870 Shares
SOLV-EX CORPORATION
Common Stock
($.01 Par Value)
This Prospectus relates to 530,000 shares of Common Stock, $.01 par value
(the "Common Stock") of Solv-Ex Corporation ("Solv-Ex" or the "Company") sold
by the Company in a private transaction during August 1995, as well as 19,870
shares issued upon exercise of outstanding common stock purchase warrants,
all which are being offered by Selling Shareholders. Any proceeds received
by the Selling Shareholders from the sale of shares of Common Stock will
inure to the respective Selling Shareholders and not to the Company (See
"Selling Shareholders"). The Company will pay all of the expenses incident
to the filing of this Registration Statement. Such expenses include legal
and accounting fees in connection with the preparation of the Registration
Statement of which this Prospectus is a part, legal fees in connection with
the qualification of the sale of the Shares under the laws of certain states,
registration and filing fees, printing expenses, and other expenses. The
Selling Shareholders will pay all other expenses incident to the offering and
sale of the Shares to the public, including commissions and discounts of
underwriters, dealers or agents, if any. The Company will not receive any
proceeds of the sale of the Shares by the Selling Shareholders.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND THEIR
PURCHASE SHOULD BE CONSIDERED ONLY BY PERSONS ABLE TO SUSTAIN A TOTAL LOSS OF
THEIR INVESTMENT (SEE "RISK FACTORS").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Common Stock is traded in the over-the-counter market and is quoted on
the NASDAQ Small-Cap Market under the symbol "SOLV." On June 4, 1996 the
closing price for the Common Stock on the NASDAQ Small Cap Market was $21.25
per share.
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The shares to which this Prospectus relates are being offered by the
Selling Shareholders through underwriters, dealers or brokers in the
over-the-counter market. The shares may also be sold in privately negotiated
transactions. Sales through dealers or brokers will be made with customary
commissions being paid by the Selling Shareholders. Payments to persons
assisting the Selling Shareholders with respect to privately negotiated
transactions will be negotiated on a transaction by transaction basis. The
Selling Shareholders have advised the Company that prior to the date of this
Prospectus they have made no agreements or arrangements with any underwriter,
broker or dealer regarding resale of the shares (See "Plan of Distribution").
The date of this Prospectus is ______________, 1996.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street NW, Washington D.C. 20549, and at the Regional Officers of the
Commission: The World Trade Center, Suite 1300, New York, NY 10048; 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can also be obtained from the Public Reference Section of the Commission at
its principal office at 450 Fifth Street NW, Washington, D.C. 20549.
As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information and exhibits set forth in
the Registration Statement (the "Registration Statement"), of which this
Prospectus is a part. Statements contained herein concerning the provisions
of documents are necessarily summaries of such documents, and each statement
is qualified in its entirety by reference to the copy of the applicable
document filed with the Commission. Copies of the Registration Statement and
its exhibits are on file at the offices of the Commission and may be
obtained, upon payment of the fee prescribed by the Commission, or may be
examined without charge at the public reference facilities maintained by the
Commission described above. For further information, reference is made to
the Registration Statement and its exhibits.
The Company will provide to each person to whom this Prospectus is
delivered, upon written or oral request of such person, a copy of any and all
information that has been incorporated by reference in the Registration
Statement of which this Prospectus is a part (not including exhibits to the
information that is incorporated by reference). Requests for such
information should be submitted to Solv-Ex Corporation, 500 Marquette N.W.,
Suite 300, Albuquerque, New Mexico 87102, Attention: Herbert M. Campbell II,
Vice President and General Counsel, telephone number (505) 243-7701.
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<PAGE>
PROSPECTUS SUMMARY
The following is a summary of certain information contained in the body
of this Prospectus and is qualified in its entirety by the detailed
information and financial statements appearing elsewhere herein and
incorporated by reference herein.
THE COMPANY - Solv-Ex Corporation - is a New Mexico corporation
incorporated in 1980, which has concentrated its efforts in recent years
towards processing and recovery of mineral products from oil sands, as well
as improving its technology for recovery of bitumen (heavy crude oil) from
oil sands. The Company's technologies, several of which are patented, have
been thoroughly tested at its Albuquerque Pilot Plant and Research Center
with results which the Company believes are favorable, but have not been
demonstrated on a commercial basis. The Company has received no significant
revenues from operations.
The Company's principal assets are its technology (including the Pilot
Plant and Research Center) and two oil sands leases in Canada. (See "The
Company" and "Risk Factors.") The Company's executive offices are located at
500 Marquette N.W., Suite 300, Albuquerque, New Mexico, and its telephone
number at that address is (505) 243-7701.
RISK FACTORS - The securities offered involve a high degree of risk.
Risk factors applicable to the Company include a weak financial condition due
to the Company's history of operating losses, the need for additional
capital, its inability to commercialize its technology, its lack of patent
protection, the level of competition, the level of environmental regulation
and controls, its dependence on key personnel, and the recent high volatility
of the trading price for and trading volumes of its common stock. (See "Risk
Factors.")
THE OFFERING - The Selling Shareholders are offering a total of 549,870
shares of Common Stock to the public at market prices during the period that
this Prospectus is in effect. The Company will not receive any proceeds from
this offering. (See "Selling Shareholder" and "Plan of Distribution.")
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SELECTED FINANCIAL DATA - The following is a summary of selected
financial information about the Company:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
---------------------------------------------------------------------
1995 1994 1993 1992 1991
----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue $ 89,950 $ 16,749 $ 312,862 $ 10,990 $ 35,219
Net
(loss) (1,079,600) (2,439,471) (2,249,607) (758,434) (700,382)
(Loss) per
common share (.05) (.13) (.13) (.05) (.05)
Total assets 5,376,843 4,319,619 4,101,648 2,382,021 2,538,512
Long-term
obligations 66,500 77,634 89,940 1,434,545 132,659
Total
liabilities 702,136 271,410 396,415 1,640,458 1,711,208
Stockholders'
equity 4,674,707 4,048,209 3,705,233 741,563 812,375
</TABLE>
NINE MONTHS
ENDED MARCH 31,
--------------------------
1996 1995
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Revenues 126,117 75,400
Net (loss) (3,218,073) (554,218)
(Loss) per common share (.15) (.03)
Total assets 47,441,678 5,536,074
Long-term obligations 152,156 69,076
Total liabilities 2,146,543 297,561
Stockholders' equity 45,295,135 5,238,573
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THE COMPANY
GENERAL DEVELOPMENT OF BUSINESS.
- -SUMMARY
Solv-Ex is a New Mexico corporation incorporated in 1980, which in recent
years has concentrated its efforts towards processing and recovery of minerals
from oil sands, as well as improving its technology for recovery of bitumen
from oil sands. Although Solv-Ex is currently classified as a development stage
company as defined by generally accepted accounting principles, the Company is
engaged in efforts to complete financing for two separate projects with the
objective of becoming an operating entity. The Company's headquarters are
located at 500 Marquette N.W., Albuquerque, New Mexico 87102.
The Company was originally organized for the purpose of developing a
process to extract bitumen from oil sands. Bitumen is a semi-solid hydrocarbon
compound which can be converted through an upgrading process into crude oil
which meets specifications for being transported by pipeline into fungible
markets for the oil. Through years of research and testing at its Research
Center and Pilot Plant in Albuquerque, New Mexico, the Company has developed
and continuously improved a patented process for bitumen extraction which it
believes is commercially attractive at today's oil prices, particularly in
view of stronger markets which have developed for heavier crude oils. It has
also developed a patented process to extract marketable mineral products from
the fine clays contained in oil sands or in waste tailings which exist as a
result of oil sands processing by others.
Historically, a significant part of expenses incurred by the Company to
develop its technology have been classified as research and development for
accounting purposes. Funds to perform such work have been raised through sales
of Common Stock (in public and private offerings), as well as exercise of
options, government grants and a joint venture. The Company has not yet
completed financing for a commercial project using its technology, and the
expenditures have resulted in recurring operating losses.
During the last three fiscal years, Solv-Ex has made significant
improvements in its extraction technologies for both bitumen and mineral
products contained in the fine clays. These improvements have resulted from
extensive pilot plant operations and have been verified by independent third
parties as described in the Company's annual report on Form 10-K for the year
ended June 30, 1995, both as to technology and projected capital and operating
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costs for commercial plants using the technology. As hereinafter described,
continued progress has enabled to Company to raise funds for such work on an
on-going basis.
As in the case of any new natural resource project, there can be no
assurance that the Company can complete financing for either its oil or
minerals extraction projects or that any such financing can be completed upon
terms and conditions deemed reasonable. The Company recognizes that its lack
of operating history and the large amount of capital required to complete its
projects could make it difficult to complete project financing. However, on
the basis of its work to date, projections of revenues, capital and operating
costs, independent third party evaluation of its technologies and the markets
for anticipated products (all as described in more detail the Company's annual
report on Form 10-K for the year ended June 30, 1995), management believes it
will be able to complete project financing for both projects and remove further
doubt as to its ability to continue as a going concern.
The amount of funding required is estimated to be approximately $125
million for the oil extraction project and $35 million for the minerals
extraction project, although these costs could increase depending on the
final mix of products selected. However, the Company believes that if
necessary, co-production of certain mineral products with bitumen (heavy oil
before upgrading to pipelineable crude oil ("PCO")) can be accomplished for a
lesser amount of capital in order to demonstrate its technology. The Company
further believes that both projects are of relatively equal importance in
order to demonstrate on a commercial basis the viability of co-production of
oil and minerals from oil sands. At a minimum, completion of financing for the
oil extraction plant (even if for only bitumen before upgrading to PCO) on the
Bitumount Project is considered as a matter of priority because the Company's
oil sands lease for this project requires installation of productive capacity
by December 14, 1997 in order to automatically extend the lease into its third
term without additional action by the Company or governmental approval.
- -DESCRIPTION OF BUSINESS DEVELOPMENT
Much of the Company's work during the mid-1980's was performed pursuant
to a joint venture with Shell Canada Limited during 1987 and 1988, which
successfully processed approximately 1,000 tons of oil sands for bitumen
recovery using a solvent extraction process. The oil sands processed by the
venture were mined from the
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Athabasca region of Northern Alberta in Canada, which is known to contain the
world's largest deposits of oil sands. The venture was terminated in 1988 due
to declining oil prices at the time, but it served to establish the technical
feasibility of the Company's bitumen recovery process. As hereinafter described,
the Company has greatly simplified and achieved significant improvements in its
process since termination of the Shell venture, the most notable of which has
been elimination of solvent use in bitumen extraction.
In 1988, the Company acquired its own oil sands lease (the "Bitumount
Lease") from Can-Amera Oil Sands, Inc. ("Can-Amera"), a Canadian company
organized in 1953 to develop oil sands deposits and which had held the lease
since December, 1955. The Bitumount Lease Property is known to contain
substantial quantities of surface mineable bitumen- bearing material and is
currently the subject of the Company's efforts to develop its own commercial
project. As set forth in the Company's annual report on Form 10-K for the
year ended June 30, 1995, the Bitumount Lease is located on 5,874 acres
approximately 300 miles north of Edmonton, Ontario. The Bitumount Lease was
originally issued on December 15, 1955 and was renewed on December 15, 1976
for an additional term of 21 years. Annual rental is $C1.00 per acre. Under
the terms of the Bitumount Lease, the Lease must be "in production" at the
end of its current term. Under the terms of the Bitumount Lease, the Lease
must be in operation at the end of its current term in December, 1997 in
order to be automatically extended for an additional term of 21 years. In
this regard, the lease language specifies construction and operation of a
plant having a minimum processing capacity of 10,000 tons of bituminous oil
sands per day, which is less than 50% of the design capacity of the plant
which the Company is constructing and expects to operate in early 1997.
Regulations of the Alberta Ministry of Energy also provide for lease renewal
without production but the Company does not anticipate that it will be
necessary to extend the lease under these provisions.
In December 1989, the Company also acquired an approximately 48.5% of
the outstanding stock of Can-Amera and received an assignment of voting
rights to an additional 22.5%. During the 1993 fiscal year, certain Corporate
Notes issued by Can-Amera in 1955 were redeemed with Can-Amera Common Stock,
which diluted the Company's control to approximately 60.5%. The remaining
39.5% of the outstanding stock of Can-Amera not controlled by the Company is
held by approximately 600 other shareholders.
As of July 1, 1994, the Company entered into an agreement with United
Tri-Star Resources Limited ("UTS"), a Canadian oil and gas company
headquartered in Calgary, Alberta the stock of which is listed on the Toronto
Stock Exchange. Under this agreement, UTS provided the Company with C$3
million towards completion of a
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feasibility report for development of the Bitumount Lease and certain
pre-construction activities in connection therewith. Pursuant to the
agreement, UTS also acquired an undivided 10% working interest in the
Bitumount Lease and has the option to acquire 10% of any working interest
acquired by Solv- Ex (on the same terms and conditions as Solv-Ex) in other
projects for oil sands development in the Athabasca Region using the Solv-Ex
technology.
In July, 1995, Solv-Ex acquired a second oil sands lease (adjacent to
and much larger than the Bitumount Lease) from Petro-Canada. Pursuant to the
above described UTS Agreement, UTS acquired an undivided 10% working interest
in the Petro-Canada Lease by paying 10% of the acquisition cost. This lease
(the "Fort Hills Lease") covers approximately 50,000 acres. As set forth in
the Company's Form 10-K for the year ended June 30, 1995, the terms of the
Fort Hills Lease are the same as described above for the Bitumount Lease,
except that the term does not expire until February 18, 2002, and the production
requirement to extend the lease beyond that term is 25,000 barrels of bitumen
per day.
There are currently two major operations in Northern Alberta which
produce synthetic crude oil from the oil sands. As described in the
Company's annual report on Form 10-K, these operations are not affiliated
with the Company. These operations have generated vast amounts of residues
(or "tailings"), which are known to contain significant quantities of various
metals, primarily aluminum, titanium, and iron. However, the tailings from
these operations are currently being contained in large, deep ponds which
many observers believe represent an environmental problem. Following the
joint venture with Shell, the Company undertook a substantial research and
test program for commercial recovery of such metals from the fine clays
contained in both oil sands and tailings in an effort to improve the overall
economics of production operations. As a result of such efforts, the Company
has also developed patented process technology which it believes can be used
in commercial operations for recovery of metals, either from tailings
generated by others or from primary production of bitumen from oil sands.
Such metals will be initially extracted as metallic sulfates, which can
easily be upgraded to either an intermediate metallic compound or elemental
metal, depending upon the market into which such products will be sold.
During the last three fiscal years, the Company modified its Albuquerque
Pilot Plant to incorporate the latest improvements in its bitumen extraction
process and to add a circuit for production of minerals from oil sands tailings.
During this period, extensive pilot work was conducted on a continuing basis
to demonstrate both bitumen extraction and production of minerals from oil
sands and tailings. More than 100 tons of tailings and 300 tons of oil sands
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crude ore were processed under the program, all of which were obtained from
the Athabasca region of Northern Alberta. The initial phase of the program
regarding metals extraction was conducted with the assistance of the Alberta
Oil Sands Technology and Research Authority ("AOSTRA"), which committed to
provide $300,000 for the program pursuant to an agreement entered into in
November, 1992. AOSTRA is a Crown corporation (owned by the Province of
Alberta) and can recover a maximum of 3 times the amount of its contribution
from certain defined future commercial operations which use the technology.
As of September 21, 1994, the Company also entered into an agreement
with Suncor Inc. ("Suncor"), which operates one of the two large surface
mines and process facilities in Northern Alberta for production of synthetic
crude oil. Under this agreement, Suncor has granted the Company access to its
tailings for the purpose of constructing and operating a plant to demonstrate
use of the Company's patented technology to process tailings for recovery of
metal products, primarily alumina. The Company has not commenced
construction of a separate demonstration plant for tailings because it is
concentrating on construction of the oil extraction plant on its Bitumount
Lease, which, at a minimum (and assuming adequate financing), will have
capacity for processing some amount of fine clays for minerals co-production.
This could include Suncor tailings and would eliminate the requirement for a
separate tailings plant to demonstrate on a commercial basis the Company's
mineral extraction technology.
Work is continuing at the Company's pilot plant for the purposes of (i)
testing further improvements or changes made from time to time in the
process; (ii) developing additional data required for engineering and design
of the facility for co-production of marketable oil and mineral products from
the Bitumount Lease; and (iii) production of minerals in bulk quantities in
connection with marketing activities.
Duo-Ex Corporation ("Duo-Ex"), a wholly owned subsidiary of the Company
and its wholly owned subsidiary, Shale Research, Inc. ("Shale"), were
incorporated in 1981 and 1988, respectively. These subsidiaries have been
involved in the development of processes to extract hydrocarbons from oil
shale. During the fiscal year ended June 30, 1995, and since 1987 Duo-Ex and
Shale have been inactive because these operations were transferred to the
Company. Neither Duo-Ex nor Shale has any assets, liabilities, or operations.
In 1993, the Company formed Applied Remedial Technologies, Inc. (doing
business as Applied Remediation Technologies or "ART") as another wholly
owned subsidiary which employs most of the personnel at the pilot plant.
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During the fiscal year ended June 30, 1995, neither the Company nor any
of its subsidiaries has been involved in any bankruptcy, receivership, merger
or consolidation; has acquired or disposed of any material amount of assets
otherwise than in the ordinary course of business; nor experienced any material
change in its mode of conducting business.
RISK FACTORS
The securities offered by this Prospectus involve a high degree of risk.
In analyzing the offering, prospective investors should carefully consider
the following matters.
NO REVENUES FROM OPERATIONS - With the exception of the contract
revenues received in Fiscal 1993 from the government of the province of
Alberta, Canada, and relatively minor amounts of interest income, the Company
has not generated revenues for many years. The Company has primarily been
operating from funds generated by the sale of the Company's Common Stock.
Although there can be no assurance that the Company will be able to generate
operating revenues in the future, the Company believes that improvements in
its overall technology increase the likelihood that it will be able to secure
funding on some basis for construction and operation of a commercial-scale
plant to demonstrate such technology.
NEED FOR ADDITIONAL FINANCING - At March 31, 1996, the Company had net
working capital of $34,974,401. The Company has been using significant
amounts of cash in anticipation of receipt of project financing (which cannot
be assured), and during the nine months ended March 31, 1996, used more than
$2,555,000 of cash in its operations and approximately $5,500,000 was used in
investing activities. Since then, European investors have invested more than
$70 million in equity (approximately $40 million) and 12% convertible debt
($33 million). Despite these new investments, the Company needs at least an
additional $40 million to $50 million to complete the construction of only
the oil extraction plant on its Bitumount Lease. The Company needs additional
funds to construct the minerals extraction plant and to expand its operations
as required under its agreement with Suncor or to meet the conditions precedent
for the renewal of the Fort Hills Lease. Although based on preliminary
discussions with prospective project financing parties
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the Company believes that it will be able to raise the necessary additional
capital, there can be no assurance that the Company's continuing efforts to
raise such funds will be successful.
DEVELOPMENT STAGE COMPANY; GOING CONCERN REFERENCE Because of the
Company's development efforts, the Company has incurred an operating loss
each fiscal year since inception. Such losses cumulate as a deficit and will
continue to have a negative impact on Stockholders' Equity until such time,
if ever, as the Company has commenced a commercial-scale project which proves
profitable. Although the Company believes it will have positive operating
income after its technology is placed into commercial operation, there can be
no assurance that the Company will ever operate profitably. It should be
noted that the Company's independent auditors stated in their report on the
Company's financial statements for the year ended June 30, 1995, that:
". . . the Company's recurring net losses from operations and the lack of
assurance that the Company will be able to obtain project financing raise
substantial doubt about the entity's ability to continue as a going concern."
RISKS INVOLVED IN COMMERCIALIZING THE TECHNOLOGY - Although the Company
believes its processes have been successfully proven on a pilot plant scale
and that the scale-up factors contemplated by the Company for a
commercial-scale plant are reasonable, it is not uncommon for minerals or
metals extraction technologies to perform with disappointing results when
they are implemented on a large scale. Accordingly, there can be no
assurance that the Company's processes will perform efficiently or profitably
in a commercial-scale operation. Although the Company has entered into
preliminary agreements for marketing certain products, there can also be no
assurance that the Company will be able to finalize satisfactory marketing
arrangements or that market prices will be sufficient to permit profitable
operations, even if the processes perform as expected.
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COMPETITION - The Company may be at a competitive disadvantage in
utilizing its processes on a commercial-scale in that it must compete with
other companies, many of which have greater financial resources and larger
technical staffs than the Company. Such other companies may also have the
ability to influence market prices of or available markets for the Company's
anticipated products in a manner which could impair the Company's ability to
obtain satisfactory prices for such products or sales in sufficient
quantities to permit profitable operations.
LACK OF PATENT PROTECTION - The Company owns certain proprietary
information which it has acquired while developing its technology. It also
owns significant patents with respect to both its bitumen and minerals
extraction technology and has applied for additional patents as a result of
discoveries made during its recent pilot program. As developments warrant,
the Company may file applications for further additional patents from time to
time in an effort to protect itself against unauthorized use of its
technology, including patents from changes or improvements which may result
from operations or continuing research.
Process patents, such as those owned by the Company, may be considered
somewhat complicated and no assurance can be given that the Company's
existing patents or patent applications, if granted, will be sufficiently
broad to protect the Company from research and development efforts of
competitors or that such competitors will not infringe upon them. In any
event, the cost of enforcing any alleged or actual infringement in litigation
would probably be costly and could easily interfere with the Company's
proposed business.
POTENTIAL INABILITY TO COMPLY WITH GOVERNMENT ENVIRONMENTAL REGULATIONS -
The Company's processes for extraction of bitumen and mineral products,
whether from oil sands or tailings, appear to meet or exceed the requirements
of all current environmental laws or regulations applicable to discharges by
operations in the Province of Alberta, Canada, based upon independent third
party analysis of the results of the pilot plant operations (as further
described in the Company's annual report on Form 10-K for the year ended June
30, 1995. Construction and operating permits for mining and processing
operations (including reclamation) are issued based upon review of individual
permit applications by appropriate authorities of the Province and a
determination that the planned operation will be in compliance with published
environmental laws and regulations. The size of the planned operation can be
expected to have an effect on the extent to which underlying data will be
required in support of a permit application and the degree to which
governmental authorities may have discretionary authority in permitting.
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Compliance with these statutory and contractual requirements may
necessitate capital outlays not previously anticipated by the Company. The
Company believes it can readily comply with existing environmental requirements
to obtain permits for construction and operations using equipment and procedures
already incorporated into process design. Similarly, the Company cannot predict
the effect which any further changes in environmental laws, rules or regulations
would have on the economic viability of its technology.
As in the case of any new processing plant, there is always risk that
results from the Company's commercial-scale operations, if achieved, will not
compare favorably with pilot plant results. Should this be the case with
respect to discharges into the environment from a plant operated by the
Company, there is no assurance that satisfactory results could be achieved or
that funds would be available to take such action as might be required to
achieve satisfactory results.
DEPENDENCE ON KEY PERSONNEL - Development of the Company's technology
and its ability to remain in business to date has been largely dependent upon
the efforts of Mr. John S. Rendall, Chairman, Chief Executive Officer and a
Director of the Company. Mr. Rendall is the founder of and devotes 100% of
his time to the time and affairs of the Company. The Company does not have
an employment agreement with Mr. Rendall, but is the beneficiary of a key-man
life insurance policy on Mr. Rendall. The loss of Mr. Rendall would be
detrimental to the development of the Company because the specialized nature
of its business requires personnel experienced in both bitumen and minerals
extraction, which is an unusual combination of knowledge and experience and
would be difficult to replace.
DIVIDENDS - The Company has no history of earnings and there can be no
assurance that there will be earnings in the future. Moreover, the nature of
the Company's future operations, if successful, will be capital intensive and
it is likely any cash flow from operations will be reinvested in expanded or
new operations in the foreseeable future. Accordingly, there can be no
assurance that dividends will ever be paid even if commercial operations are
undertaken successfully.
SALE OF SHARES BY SELLING SHAREHOLDERS - As a result of this offering, a
substantial number of shares which could not otherwise be sold in the market
(other than in accordance with Rule 144) will become subject to sale by the
Selling Shareholders without restriction, which could have a material adverse
effect on the market price for the Company's Common Stock. Subject to Rule
144 restrictions, the shares offered by this
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Prospectus would first become available for sale during August, 1997.
HIGH VOLATILITY OF SHARE PRICE - The Company's common stock has been
highly volatile in the public market since July, 1994. During that period of
time the price has increased from $1.93 per share (bid) to in excess of $35.00
per share (February, 1996). In March 1996, the price fell from in excess of
$30.00 per share to $7.375 per share (March 25, 1996) and has since risen to and
is trading in the range of $13-$17 per share. Recently trading volumes have
fluctuated widely as well. The Company has no basis for determining whether or
not this price volatility and trading volume fluctuation will continue.
USE OF PROCEEDS
Since this offering is an offer by the Selling Shareholders, the Company
will receive no net proceeds from this offering. Proceeds from the sale of such
shares offered hereby will accrue to the benefit of the Selling Shareholders
and not to the Company.
MARKET INFORMATION
The principal market in which the Company's common stock is traded is
the NASDAQ Small-Cap Market. The table below states the quarterly high and
low sales prices for the Company's common stock as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"). The
quotations reflect inter-dealer prices, without retail mark-up, mark-down, or
commission and may not necessarily represent actual transactions.
SALES PRICES
---------------
LOW HIGH
--- ----
QUARTER ENDED
- -------------
September 30, 1993 $4-7/8 $ 6-3/8
December 31, 1993 3-7/8 6-1/4
March 31, 1994 5 6-3/16
June 30, 1994 1-15/16 5-11/16
September 30, 1994 1-15/16 4-7/8
December 31, 1994 3 4-15/16
March 31, 1995 3-3/8 4-7/8
June 30, 1995 3-5/8 9-1/4
September 30, 1995 6-1/2 9-1/8
December 31, 1995 7-7/16 16-3/4
March 31, 1996 6-1/4 38
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<PAGE>
The number of holders of record of the Company's common stock as of
April 30, 1996 was approximately 910 according to American Securities
Transfer, Inc., the Company's transfer agent. This number does not include
an unknown number of persons who hold their shares in street name.
DIVIDENDS
The Company has paid no cash dividends on its Common Stock and has no
present intention of paying cash dividends in the foreseeable future. Payment
of cash dividends in the future will be within the discretion of the Board of
Directors and will depend, among other things, upon the Company's future
earnings, capital requirements and other financial conditions. The Company
expects that any future financing may require restrictions on the payment of
dividends.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that prior to the date
of this Prospectus it has not made any agreements or arrangements with any
underwriters, brokers or dealers regarding the resale of the Shares. The
Company has been advised by the Selling Shareholders that the Shares may at
any time or from time to time be offered for sale either directly by the
Selling Shareholders or by any transferee or other successor in interest.
Such sales may be made in the over-the- counter market or in privately
negotiated transactions.
The Company will pay all of the expenses incident to the filing of this
Registration Statement. Such expenses include legal and accounting fees in
connection with the preparation of the Registration Statement of which this
Prospectus is a part, legal fees in connection with the qualification of the
sale of the Shares under the laws of certain states, registration and filing
fees, printing expenses, and other expenses. The Selling Shareholders will
pay all other expenses incident to the offering and sale of the Shares to the
public, including commissions and discounts of underwriters, dealers or
agents, if any. The Company will not receive any proceeds of the sale of the
Shares by the Selling Shareholders.
In connection with this offering the Company and the Selling Shareholders
have agreed to indemnify each other against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended (the "1933 Act").
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<PAGE>
SALE OF SHARES BY SELLING SHAREHOLDERS
The Company anticipates that the Selling Shareholders will from time to
time offer the Shares through (i) dealers or agents or in ordinary brokerage
transactions, (ii) direct sales to purchasers or sales effected through an
agent; (iii) privately negotiated transactions; or (iv) combinations of any
such methods. The Shares would be sold at market prices prevailing at the
time of sale or at negotiated prices. Dealers and brokers involved in the
offer and sale of the shares may receive compensation in the form of discounts
and commissions. Such compensation, which may be in excess of ordinary
brokerage commissions, may be paid by the Selling Shareholders and/or the
purchasers of Shares for whom such underwriters, dealers or agents may act.
The Selling Shareholders and any dealers or agents which participate in the
distribution of the Shares may be deemed to be "underwriters" as defined in the
1933 Act and any profit on the sale of the Shares and any discounts, commissions
or concessions received by any dealers or agents might be deemed by the NASD to
constitute underwriting compensation.
If the Company is notified by any of the Selling Shareholders that any
material arrangement has been entered into with an underwriter for the sale
of Shares, a supplemental prospectus will be filed to disclose such of the
following information as the Company believes appropriate: (i) the name of
the participating underwriter; (ii) the number of Shares involved; (iii) the
price at which such Shares are sold; (iv) the commissions paid or discounts
or concessions allowed to such underwriter; and (v) other facts material to
the transaction.
Sales of Shares in the over-the-counter market may be by means of one or
more of the following: (i) a block trade in which a broker or dealer will
attempt to sell the Shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a
dealer as principal and resale by such dealer for its account pursuant to
this Prospectus; and (iii) ordinary brokerage transactions and transactions
in which the broker solicits purchasers. In effecting sales, brokers or
dealers engaged by the Selling Shareholders may arrange for other brokers or
dealers to participate.
The Company is unable to predict the effect which sale of the Shares by
the Selling Shareholders might have upon the market price of the Company's
Common Stock or the Company's ability to raise further capital.
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<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information about the
selling security holders in this offering:
SHARES SHARES %AGE AFTER
NAME OWNED OFFERED OFFERING
---- ------ ------- ----------
GFL Advantage 530,000* 530,000 0%
Fund Limited
c/o CITCO
Kaya Flamboyan 9
Curacao
Netherlands
Antilles
Jeffrey B. Hodde 32,996+ 9,663 0%
Lee S. Chapman 103,145+ 10,237 0%
* In early August, 1995, GFL Advantage Fund Ltd. purchased the
shares offered hereby from the Company at a price of $5.688
per share in an exempt offering. It is the Company's
understanding, based on information provided to it by GFL
Advantage, that GFL sold 500,000 shares of the Company's
common stock "short" in the over-the-counter market prior to
October 4, 1995 in order to hedge GFL's downside exposure at
that time. GFL has advised the Company that is does not
intend to use the shares being offered hereby to cover the
short sales. GFL has further advised the Company that
although it has been required to adjust its short position
from time-to-time as a result of the recent volatility of the
Company's common stock, GFL is still 500,000 shares short.
The Company's agreement with GFL Advantage Fund provides that
if the registration statement is not effective within 90 days
after demand was made, the Company is obligated to compensate
GFL Advantage for such delay. The Company was obligated to
pay GFL cash or freely-tradeable common stock equal to
$94,162.50 for each 30 day period following January 4, 1996
(the expiration of 90 days). This provision has been amended
by the parties, and this registration statement includes
30,000 shares which satisfies in full this compensation
obligation provided this registration statement is effective
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<PAGE>
not later than June 30, 1996. Thereafter the monthly penalty
will recommence.
+ Messrs. Hodde and Chapman acquired their shares for $3.625
per share in November 1995 upon exercise of certain common
stock purchase warrants given them in July 1993.
The Selling Shareholders have advised the Company that the do
not necessarily plan to sell or transfer any of its shares,
including those shares offered hereby, but that they reserves the
ability to do so upon such terms and conditions (including price)
as it may deem advisable. (See "Plan of Distribution.")
LEGAL MATTERS
Certain legal matters in connection with the sale of securities
offered hereby will be passed upon on behalf of the Company by
Herbert M. Campbell II, Esq., a director and general counsel of
the Company. As of April 30, 1996, Mr. Campbell owned 58,000
shares of the Company's Common Stock and held exercisable options
to acquire an additional 95,000 shares.
EXPERTS
The consolidated financial statements of the Company included
in the Company's Annual Report on Form 10-K as of June 30, 1995
and 1994, and for each of the years in the three year period ended
June 30, 1995 and cumulative from inception to June 30, 1995, have
been incorporated by reference in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and
auditing.
The report of KPMG Peat Marwick LLP covering the June 30,
1995 consolidated financial statements contains an explanatory
paragraph that states that the Company's recurring net losses from
operations and the lack of assurance that the Company will be able
to obtain project financing raise substantial doubt about the
entity's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might
result from the outcome of that uncertainty.
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<PAGE>
MATERIAL CHANGES
A description of material changes or developments in the
Company's business which have occurred since June 30, 1995 is
contained in the Quarterly Reports on Form 10-Q as filed with the
Commission for the quarters ended March 31, 1996, December 31,
1995 and September 30, 1995 and under the caption "THE COMPANY" in
this Prospectus. The more significant material changes are as
follows:
The Company completed a $9 million placement of 543,860
shares of common stock in January 1996 through FIBA Nordic
Securities (UK) Ltd. ("FIBA").
Clients of FIBA purchased an additional 1,081,967 shares at
$28.355 per share (for a total investment of $30,679,180.33)
in March 22, 1996.
Clients of FIBA loaned the Company $33 million in April 1996
for a three year term. This loan bears interest at 12% per
annum, and is convertible into common stock at $32.50 per
share. Interest is to be paid quarterly through maturity,
although the first year's interest has been paid in advance.
In order for the Company to finance its operations or to
proceed with development of its oil sands leases, construction and
operation of a tailings plant or any other commercial project, it
will be necessary for the Company to raise a significant amount of
funds as described above.
Currently the Company has completed preliminary engineering
for the design, and has commenced the detailed engineering
necessary for the construction of the proposed oil extraction
plant on its Bitumount Lease. The Company has also completed a
significant portion of the necessary site preparation and road
construction necessary for the plant construction.
In early August, 1995, GFL purchased shares from the Company
in an exempt offering at a price of $5.688 per share. A provision
of the exempt offering agreement between GFL and the Company
allowed GFL to be compensated in the event this registration
statement did not become effective within 90 days after the demand
for registration by GFL was made. The Company estimates the
compensation to GFL through June 30, 1996, at approximately
$600,000, which is to be paid in common stock of the Company, and
is to be reflected as a reduction of additional paid-in capital.
The Company's stock price and trading volumes have fluctuated
widely recently. The Company believes that this fluctuation and
the downward pressure on the Company's stock price are primarily
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<PAGE>
attributable to market manipulation by persons not affiliated with
the Company to protect what the Company believes was their short
position in the Company's common stock. A "short position"
benefits from price decreases, and persons holding short positions
were believed to have risked significant financial loss due to the
rise in the Company's stock price from January 1995 through March
1996. A "short position" can also be used to hedge an investment
in common stock from future price decreases of the underlying
shares; as noted above, GFL Advantage, one of the Selling
Shareholders herein, used a short sale for this purpose, and has
further advised the Company that GFL had no role in any
manipulation of the market. Recent articles in the media have
criticized the Company, its technology, and its processes. The
Company believes that these criticisms were based on superficial
review of the Company's publicly-available literature and brief
conversations with certain members of management. An engineering
firm hired by persons claiming to be "short sellers" wrongfully
obtained copies of the Company's confidential documents, but
failed to make any specific inquiry to the Company with respect to
those documents and never visited the Company's pilot plant. The
Company, and its most recent investors through FIBA, as well as
other persons who have taken a careful look at the Company and its
technology, have a high degree of confidence in the Company and
its prospects for the future. The Company has no basis for
predicting any future market fluctuations or whether the negative
publicity will continue.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission
are incorporated herein by reference: (i) Form 10-K for the year
ended June 30, 1995, as amended; (ii) Form 10-Q for the quarters
ended March 31, 1996, December 31, 1995 and September 30, 1995;
and (iii) Proxy Statement for a Annual Meeting of Shareholders
held December 15, 1995.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by
reference herein from the date of filing of such documents.
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
As set forth in the Registration Statement under the caption
"INDEMNIFICATION OF DIRECTORS AND OFFICERS," Article XI of the
Company's Bylaws under certain circumstances provides for the
indemnification of the Company's officers, directors, and
controlling persons against liabilities which they may incur in
such capacities. In general, any officer, director, employee or
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<PAGE>
agent 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 interests, 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. No
specific provision is contained in the Bylaws with respect to
liabilities arising under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the provisions
described herein, or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer, or controlling person of the Company in the successful
defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issues.
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<PAGE>
No dealer, salesman or other person
has been authorized to give any
information or to make any representations
other than those contained in this
Prospectus. Any information or
representations not here- SOLV-EX CORPORATION
in contained, if given or made,
must not be relied upon as having
been authorized by the Company or
any underwriter. This 549,870 Shares of
Prospectus does not constitute an
offer or solicitation in respect to Common Stock
these securities in any jurisdiction in
which such offer or solicitation
would be unlawful. The delivery
of this Prospectus shall not, under
any circumstances, create any
implication that there has been no
change in the affairs of PROSPECTUS
the Company since the date of this
Prospectus. However, in the event
of a material change, this Prospectus
will be amended or supplemented accordingly.
INDEX
PAGE NO.
--------
Available Information. . . . . . . . . . 6
Prospectus Summary . . . . . . . . . . . 7
The Company. . . . . . . . . . . . . . . 9
Risk Factors . . . . . . . . . . . . . . 14
Use of Proceeds. . . . . . . . . . . . . 17
Market Information . . . . . . . . . . . 17
Dividends. . . . . . . . . . . . . . . . 18
Plan of Distribution . . . . . . . . . . 18
Selling Shareholder. . . . . . . . . . . 20
Legal Matters. . . . . . . . . . . . . . 21
Experts. . . . . . . . . . . . . . . . . 21
Material Changes . . . . . . . . . . . . 22
Documents Incorporated by Reference. . . 23
Commission Position on Indem-
nification for Securities
Act Liabilities. . . . . . . . . . . . 24
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
In connection with the registration and distribution of the
securities to be registered hereby, the expenses to be incurred by
the Registrant are as follows:
Registration Fee . . . . . . . . . $ 1,883
Legal Fees . . . . . . . . . . . . 12,000
Accounting Fees. . . . . . . . . . 7,000
Printing costs . . . . . . . . . . 1,000
Miscellaneous costs. . . . . . . . 2,117
-------
Total $24,000
-------
-------
Except for the Registration Fee, all the above expenses are
estimated.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 53-11-4.1 of the New Mexico Business Corporation Act
and Article XI of the Registrant's Bylaws under certain
circumstances provided for the indemnification of the Registrant's
officers, directors, and controlling persons against liabilities
which they may incur in such capacities. A summarization of the
circumstances in which such indemnification is provided for is
contained herein, but that description is qualified in its
entirety by reference to Article XI of the Registrant's Bylaws.
In general, any officer, director, employee or agent 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
Registrant'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 circumstances under which indemnification is granted in
connection with an action brought on behalf of the Registrant are
generally the same as those set forth above; however, with respect
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<PAGE>
to such actions, indemnification is granted only with respect to
expenses actually incurred in connection with the defense or
settlement of the action. In such actions, the person to be
indemnified must have acted in good faith, in a manner believed to
have been in the Registrant's best interest and with respect to
which such person was not adjudged liable for negligence or
misconduct.
Indemnification may also be granted pursuant to provisions of
the Bylaws which may be adopted in the future, pursuant to a vote
of directors. The statutory provisions cited above and the
referenced portion of the Bylaws also grant the power to the
Registrant to purchase and maintain insurance which protects its
officers and directors against any liabilities incurred in
connection with their service in such position.
With regard to shareholder derivative suits, the
indemnification provisions may be unenforceable as against public
policy. (See the caption "Commission Position of Indemnification
for Securities Act Liabilities" in the Prospectus at Page 10.)
Item 16. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
3.1 Articles of Incorporation, as Amended October 7, 1993.
3.2 Bylaws, as Amended October 9, 1992 - Incorporated by
reference to Exhibit No 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30,
1993.
+5.1 Opinion and Consent of Herbert M. Campbell, II.
*23.1 Consent of KPMG Peat Marwick LLP
+23.2 Consent of Herbert M. Campbell, II--Included in Exhibit 5.1.
__________
* Filed herewith.
+ Included in the original filing with the Commission on
February 28, 1996.
Item 17. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
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<PAGE>
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933 as amended, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a post effective
amendment any of the securities being registered hereunder which
remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for the
purposes of determining liability under the Securities Act of
1933, as amended, each filing of the Registrant's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at such time shall be deemed to be the
initial bona fide offering thereof.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Albuquerque, New Mexico on July , 1996.
SOLV-EX CORPORATION
By___________________________
John S. Rendall, Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers
and/or directors of the Registrant, by virtue of their signatures
to the Registration Statement appearing below, hereby appoint and
constitute John S. Rendall and Herbert M. Campbell II, or either
of them, with full power of substitution, as attorneys-in-fact in
their names, place and stead, to execute any and all amendment to
this Registration Statement in the capacities set forth opposite
their names and hereby ratify all that said attorneys-in-fact may
do by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
- -------------------- Chairman, Chief Executive 1996
John S. Rendall Officer and Director
(Principal Executive
Officer)
- -------------------- President and Director 1996
W. Jack Butler (Principal Financial
Officer)
- -------------------- Vice President, and 1996
Herbert M. Campbell II Director (Principal
Accounting Officer)
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<PAGE>
- -------------------- Director 1996
J.E. Czaja
- -------------------- Director 1996
M. Norman Anderson
- -------------------- Director 1996
Julius D. Heldman
- -------------------- Director 1996
Thompson MacDonald
- -------------------- Director 1996
Lee F. Robinson
- -------------------- Director 1996
M.E. Davey
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<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Solv-Ex Corporation:
We consent to incorporation by reference in the Registration Statement on
Form S-3 of Solv-Ex Corporation of our report dated October 2, 1995, relating
to the consolidated balance sheets of Solv-Ex Corporation and subsidiaries as
of June 30, 1995 and 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended June 30, 1995 and cumulative from July 2, 1980
(inception), which report appears in the June 30, 1995 annual report on
Form 10-K of Solv-Ex Corporation. We also consent to the reference to our firm
under the heading "Experts."
Our report dated October 2, 1995 contains an explanatory paragraph that
states that the Company's recurring net losses from operations and the lack
of assurance that the Company will be able to obtain project financing raise
substantial doubt about the entity's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that
might result from the outcome of that uncertainty.
/s/ KPMG PEAT MARWICK LLP
------------------------------
KPMG Peat Marwick LLP
Albuquerque, New Mexico
July 3, 1996
