SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sect. 240.14a11(c) or Sect. 240.14a12
Gold Standard, Inc.
---------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a6(i)(4) and 011.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
GOLD STANDARD, INC.
136 South Main Street
712 Kearns Building
Salt Lake City, Utah 84101
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 29, 2000
To the Shareholders:
The annual meeting of the shareholders (the "Annual Meeting") of GOLD
STANDARD, INC. (the "Company") will be held on February 29, 2000, at the
Company's corporate offices, 712 Kearns Building, 136 Main Street, Salt Lake
City, Utah 84101, at 3:00 p.m. Mountain Time, to discuss generally the
operations of the Company during its last two fiscal years and to consider and
vote on the following proposals:
1. To elect a Board of Directors for the ensuing year.
2. To ratify the appointment by the Board of Directors of Foote,
Passey, Griffin and Company, LC, certified public accountants,
as independent auditors to the Company for its fiscal year
ended October 31, 2000.
Additionally, the Company will transact such other business as may properly come
before the meeting or any adjournment thereof.
The foregoing items are more fully described in the Proxy Statement
accompanying this Notice. Only shareholders of record at the close of business
on January 21, 1999 are entitled to notice of and to vote at the Annual Meeting
and any adjournment(s) thereof.
PLEASE NOTE: YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
Even if you plan to be present at the Annual Meeting, please fill in, date,
sign, and mail promptly the enclosed proxy in the enclosed envelope to ensure
that your shares are represented at the Annual Meeting. If you attend the Annual
Meeting in person, you may vote at the Annual Meeting if you wish to do so even
though you have previously sent in your proxy.
BY ORDER OF THE BOARD OF DIRECTORS
Scott L. Smith, Chairman
January 31, 2000
<PAGE>
APPENDIX
GOLD STANDARD, INC.
712 Kearns Building
136 South Main Street
Salt Lake City, Utah 84101
PROXY STATEMENT
This proxy statement and accompanying proxy is furnished to the
shareholders of Gold Standard, Inc., a Utah corporation ("Company"), by the
Company in connection with its annual meeting of shareholders (the "Annual
Meeting") being held for the fiscal years ended October 31, 1998 and 1999. The
Annual Meeting will be held on February 29, 2000, at the Company's corporate
offices, 712 Kearns Building, 136 South Main Street, Salt Lake City, Utah,
84101, at 3:00 p.m., Mountain Time, and at any adjournment(s) thereof. This
proxy statement and the notice of Annual Meeting are first being mailed to
shareholders on or about February 2, 2000.
At the Annual Meeting, the shareholders will consider and vote on the
following:
1. Proposal No. 1. To re-elect incumbents Scott L. Smith, Bret C.
Decker, Charles W. Shannon, and Gerald L. Sneddon as directors
of the Company to serve until the next annual meeting of
shareholders and until their successors are duly elected and
qualified.
2. Proposal No. 2. To ratify the appointment by the Board of
Directors of Foote, Passey, Griffin and Company, LC, certified
public accountants, as independent auditors to the Company for
its fiscal year ended October 31, 2000.
3. General. Such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors recommends that shareholders vote FOR all
nominees for director listed in Proposal No. 1, and FOR Proposal No. 2.
INFORMATION CONCERNING
PROXY SOLICITATION AND VOTING
Voting Rights
The outstanding voting securities of the Company on November 12, 1999
consisted of 1,169,858 shares of common stock, par value $0.001 per share
("Common Stock"). Only holders of record of the Company's Common Stock
outstanding as of January 21, 2000 (the "Record Date") will be entitled to vote
at the Annual Meeting. Each shareholder has the right to one vote for each share
of the Company's Common Stock owned by the shareholder.
Voting and Revocation of Proxies
By completing and returning the accompanying proxy form, the
shareholder authorizes Scott L. Smith and Bret C. Decker, as designated on the
face of the proxy form (the "Proxy Holders"), to vote all shares for the
shareholder. All returned proxies that are properly signed and dated will be
voted by the Proxy Holders as the shareholder directs. If no direction is given,
valid proxies will be voted by the Proxy Holders FOR the election of the persons
nominated as directors, and FOR the appointment of Foote, Passey, Griffin and
Company, LC, as the Company's independent auditors for its fiscal year ended
October 31, 2000.
1
<PAGE>
Additionally, the shares represented by a valid proxy will be voted by
the Proxy Holders, in their discretion, on any other matters that may properly
come before the Annual Meeting, provided the Company did not have notice of any
such matter as of the date of this Proxy Statement. The Board of Directors
presently does not know of any matters to be considered at the Annual Meeting
other than the proposals described above. In the event that any director nominee
is unwilling or unable to serve, the Proxies will be voted for a substitute
nominee, if any, to be designated by the Board of Directors. The Board of
Directors currently has no reason to believe that any nominee will be
unavailable or unwilling to serve.
A proxy may be revoked at any time before its exercise by (i)
delivering a document to the Secretary of the Company stating that the proxy is
revoked, (ii) delivering to the Secretary of the Company or presenting at the
Annual Meeting a new proxy executed on a later date by or on behalf of the
person or entity executing the prior proxy, or (iii) voting in person at the
Annual Meeting. A revoked proxy will not be voted.
Quorum and Voting Requirements
A quorum of the voting shares of the Company must be present at the
Annual Meeting for a vote to be taken. Under Utah law and the Company's Articles
of Incorporation and Bylaws, a quorum will be present if a majority of the
voting shares outstanding and entitled to vote at the meeting are present in
person or by proxy. Abstentions and broker non-votes will be counted for the
purposes of determining whether a quorum is present at the Annual Meeting.
With regard to Proposal No. 1, directors are elected by a plurality of
the shares present in person or by proxy and voting at the Annual Meeting. With
regard to the election of directors, votes may be cast in favor or withheld;
votes that are withheld will be excluded entirely from the vote. The appointment
of independent auditors under Proposal No. 2 requires the affirmative vote of a
majority of the votes cast at the Annual Meeting. With regard to Proposal No. 2,
abstentions and broker non-votes are not counted for purposes of determining
whether a proposal has been approved.
Adjournment of Annual Meeting
In the event that proxies representing sufficient votes to constitute a
quorum are not received by the date of the Annual Meeting, the officer presiding
over the meeting or the Proxy Holders may propose one or more adjournments of
the Annual Meeting to permit further solicitation of proxies. At such
adjournments the proxies will continue to be valid and, once a quorum is present
in person or by proxy, directors may be elected by plurality vote and the
Company will otherwise conduct the business of the Annual Meeting. The Proxy
Holders will vote in favor of any such proposed adjournments.
Solicitation
The solicitation of proxies pursuant to this Proxy Statement will be
made primarily by mail. In addition, officers, employees, and representatives of
the Company may solicit proxies by telephone, email, facsimile, or personal
interviews, and arrangements will be made with banks, brokerage firms, and
others to forward solicitation materials to the beneficial owners of shares held
of record by them. The total cost of all such solicitation efforts will be borne
by the Company.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information as of November 12,
1999 regarding beneficial ownership of the Company's Common Stock, by (i) each
person (or group of affiliated persons) who is known by the Company to
beneficially own more than 5% of the outstanding shares of the Company's Common
Stock, (ii) each director and executive officer of the Company, and (iii) all
executive officers and directors of the Company as a group. Stock is considered
"beneficially owned" by a person if such person, directly or indirectly, through
any contract, arrangement, understanding or otherwise, has or shares: (i) voting
power for the stock; and/or (ii) investment power for the stock (including the
power to dispose of the stock). Such "beneficial ownership" also includes stock
that a person has the right to acquire within 60 days of November 12, 1999.
Unless otherwise indicated, to the knowledge of the Company the persons or
entities named in the table have sole voting and investment power with respect
to all shares of stock beneficially owned by them, subject to applicable
community property laws. The percentage ownership for each person is calculated
assuming that all the stock that could be acquired by that person within 60
days, by option exercise or otherwise, has in fact been acquired and that no
other shareholder has exercised a similar right to acquire additional shares.
<TABLE>
<CAPTION>
Name and Address of Beneficial Amount and Nature of Percent
Class Owner Beneficial Ownership of Class
- ----- ----- -------------------- --------
<S> <C> <C> <C>
Common FCMI Financial Corporation 152,093(1) 12.5%
347 Bay Street, Second Floor
Toronto, Ontario
Common Scott L. Smith 154,696(2) 12.2%
4931 Marilyn Drive
Salt Lake City, Utah
Common Continental Casualty Co. 82,813 7.1%
c/o Sun Valley Gold Company
620 Sun Valley Road
Sun Valley, Idaho 83353
Common Charles Shannon 52,213(3) 4.3%
8335 Makiki Drive
Diamond Head, MS 39525
Common Bret C. Decker 50,000(4) 4.1%
6071 Linden Way
Salt Lake City, UT 84121
Common Nilton P. Franke 50,000(5) 4.1%
Rua Tibagi, 294-Jala 1003
Curitiba, PR, Brazil
Common Gerald L. Sneddon 50,000(6) 4.1%
351 East Curling
Boise, ID 83702
Common All directors and executive 356,909(2)(3)(4)(5)(6) 24.3%
officers (5 persons) as a Group
</TABLE>
3
<PAGE>
(1) Beneficial owner. Includes: (i) 105,218 shares held directly; and
(ii) warrants that are currently exercisable to purchase 46,875 shares of the
Company Common Stock. Mr. Albert D Friedberg is the president of FCMI Financial
Corporation, which is controlled by Mr Friedberg and owned by Mr. Friedberg and
members of his immediate family.
(2) President, Treasurer, and Chairman of the Company. Includes: (i)
43,751 shares held directly; (ii) 10,945 shares held in the name of Mr. Smith's
spouse, and (iii) an option that is currently exercisable to purchase 100,000
shares of Company Common Stock.
(3) Director of the Company. Includes: (i) 2,213 shares held directly;
and (ii) warrants that are currently exercisable to purchase 50,000 shares of
Company Common Stock.
(4) Vice President, Secretary and Director of the Company. Includes
warrants that are currently exercisable to purchase 50,000 shares of Company
Common Stock.
(5) Vice President of the Company. Includes warrants that are currently
exercisable to purchase 50,000 shares of Company Common Stock.
(6) Director of the Company. Includes warrants that are currently
exercisable to purchase 50,000 shares of Company Common Stock.
SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires that
the Company's executive officers and directors, and persons who beneficially own
more than 10% of the Company's Common Stock, file initial reports of stock
ownership and reports of changes in stock ownership with the Securities and
Exchange Commission. Officers, directors, and greater than 10% owners are
required by applicable regulations to furnish the Company with copies of all
Section 16(a) forms that they file.
Based solely on a review of the copies of such forms furnished to the
Company or written representations from certain persons, the Company believes
that during the Company's 1999 fiscal year, all filing requirements applicable
to its officers, directors and ten-percent owners of the Company were met by
such persons except as follows: Messrs Shannon, Decker and Sneddon each failed
to file a Form 4 reporting a grant of a warrant for shares from the Company on
July 1, 1999. The Company intends to assist these persons in making the required
filing in the near future.
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees for Director
Pursuant to the Company's Articles of Incorporation and Bylaws, the
Company's Board of Directors may consist of from three to seven individuals as
determined by the Board of Directors. The Board currently consists of four
directorships. At the Annual Meeting, shareholders are being asked to re-elect
four incumbent directors, Scott L. Smith, Bret C. Decker, Charles W. Shannon,
and Gerald L. Sneddon, to serve until the next annual meeting of shareholders
and until their successors are duly elected and qualified. In the event any
nominee is unable to serve, the proxies will be voted for a substitute nominee,
if any, to be designated by the Board of Directors.
4
<PAGE>
Directors and Executive Officers of the Company
The following table sets forth certain information concerning directors
and executive officers of the Company, including the nominees for director.
<TABLE>
<CAPTION>
Officer/Director
Name Age Position Since
---- --- -------- ------
<S> <C> <C> <C>
Scott L. Smith 73 Chairman of the Board, President, Principal 1972
Executive Officer, Treasurer, Principal Financial
Officer and Chief Accounting Officer
Bret C. Decker 45 Director, Vice President, Secretary 1996
Charles W. Shannon 83 Director 1979
Gerald L. Sneddon 69 Director 1996
Nilton P. Franke 45 Vice President 1997
</TABLE>
No family relationship exists among any of the directors or officers.
All directors hold office until the next Annual Meeting of shareholders and
until their successors are duly elected and qualified. Officers serve at the
pleasure of the Board of Directors.
The principal occupations of the executive officers and directors named
above for at least the past five (5) years are as follows:
Scott L. Smith. Mr. Smith has been President and Chief Executive
Officer of the Company for more than five years and serves as an officer and
director of the Company's subsidiaries.
Bret C. Decker. Mr. Decker has been a consultant and then an officer of
the Company for the past five years. Mr. Decker is an officer and director of
Pan American Motorsports, Inc..
Charles W. Shannon. For the past five years, Mr. Shannon's principal
occupation has been as a mining consultant.
Gerald L. Sneddon. Mr. Sneddon has been Executive Vice President of MK
Gold Corporation for more than five years. Mr. Sneddon is presently a mining
engineering consultant. Mr. Sneddon is a director of Francisco Gold Corp., in
Vancouver, British Columbia, Canada.
Nilton P. Franke. Mr. Franke has been a full-time geologic consultant
to the Company for the past five years. He is the president of the Company's
subsidiary company in Brazil, Gold Standard Minas, S.A. In 1997, he was
appointed the Company's Vice-President - Exploration.
Employment Agreements
All officers of the company are "at-will" employees, except for Scott
Smith. The Company has a five year employment agreement with Mr. Smith, which
5
<PAGE>
agreement began August 15, 1999. The agreement provides for an annual salary of
$85,000, with an increase in the third year and fifth year of $1,000 per month,
or such larger increases as determined by the Board of Directors in its
discretion. Under the agreement, Mr. Smith may be terminated only for certain
defined causes. The agreement also includes a covenant not to compete.
Certain Relationships and Related Transactions
For a description of the compensation arrangements between the Company
and its officers and directors, see "Compensation of Directors," "Compensation
of Executive Officers," and "Employment Agreements."
Committees of the Board of Directors
The Company's Board of Directors has an audit committee with two
members: Charles Shannon and Gerald Sneddon. In additional to such other
responsibilities as assigned to the Audit Committee by the Board of Directors,
the Audit Committee is authorized to review and advise the Board with regard to
each external audit, any related management letter, management's responses to
recommendations made by the external auditor, the Company's annual financial
statements, and any significant disputes between management and the external
auditor that arise in connection with the preparation of the Company's financial
statements.
Meetings of the Board of Directors
The Board of Directors held no meetings during the last fiscal year,
although it acted on two occasions by unanimous written consent.
Compensation of Directors and Executive Officers
Compensation of Directors
The Company has compensated each director other than Scott Smith though
the grant of a stock option to purchase 50,000 shares of Company Common Stock at
a purchase price of $1.75 per share. The options expire July 1, 2003.
Additionally, the Company reimburses directors for expenses associated with
attending board meetings.
Compensation of Executive Officers
The following table sets forth information concerning all cash
compensation paid by the Company for services in all capacities to the Company's
Principal Executive Officer during the three-year period ended October 31, 1999.
The Company has no other officers whose total cash compensation exceeded
$100,000 for the year. The Company has no plans that will require the Company to
contribute to or to provide pension, retirement or similar benefits to directors
or officers of the Company. No director or executive officer was indebted to the
Company during the 1999 fiscal year or involved in any financial transaction
with the Company.
6
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Awards Pay-outs
Other Restri All
Name Annual cted Optio LTIP Other
and Compe Stock ns/ Pay- Compen
Position Year Salary Bonus nsation Awards SARs outs sation(1)
-------- ---- ------ ----- -------- ------ ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Scott L. Smith, Fiscal $80,000 -0- -0- -0- -0- -0- -0-
Chairman and 1999
President
Fiscal $80,000 -0- -0- -0- -0- -0- -0-
1998
Fiscal $80,000 -0- -0- -0- -0- -0- -0-
1997
============ ============ =========== =========== ============ =========== ========= =============
</TABLE>
Options Grants in Last Fiscal Year
The Company granted one Common Stock purchase option to the Principal
Executive Officer of the Company:
<TABLE>
<CAPTION>
Option/SAR Grants in Fiscal Year Ended October 31, 1999
Individual Grants
Name Number of % of Total Exercise or Base Expiration Date
Securities Options/SARs Price ($/Sh)
Underlying Granted to
Options/SARs Employees in
Granted (#)(1) Fiscal Year
------- -------------- ----------- ----------------- ---------------
<S> <C> <C> <C> <C>
Scott L. Smith 100,000 66.6% Variable(2) None
================================ ===================== ================== ===================== =====================
</TABLE>
(1) All options are exercisable for Common Stock.
(2) The exercise price is the trading price on the date of exercise plus $0.25.
7
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values
No options were exercised during the fiscal year ended October 31, 1999
by the Principal Executive Officer of the Company and no options were
in-the-money as of October 31, 1999. The determination of whether any option was
in-the-money as of October 31, 1999, was made by reference to the closing sales
price for the Company's Common Stock on the NASDAQ Stock Market as of the end of
the Company's fiscal year on October 31, 1999 ($1.44 per share).
Report of the Board of Directors Concerning Executive Compensation
Executive Compensation. The Company has no standing Compensation
Committee of the Board of Directors. The entire Board reviews and approves
salaries, bonuses, and other benefits payable to the Company's officers. The
goal of the Board of Directors in establishing compensation for executive
officers is to enable the Company to attract, retain, and reward executive
officers who contribute to the long-term success of the Company. The
compensation policies and programs utilized by the Board of Directors generally
consist of the following:
o Providing a competitive compensation program in order to
attract, motivate, and retain qualified personnel;
o Providing long-term incentive compensation in the form of
stock option awards; and
o Providing a compensation mechanism for focusing and directing
the energies of the Company's officers toward achieving
individual and corporate objectives.
The Company's executive compensation consists of base salary and stock
options, components designed to satisfy the Company's compensation objectives.
Factors determinative of base salary include responsibilities, length of
service, industry averages, and corporate and individual performance. Stock
options provide additional incentives to maximize long-term shareholder value.
The options encourage officers by providing them with a stake in the success of
the Company.
Compensation of Principal Executive Officer. Scott L. Smith has been
the Principal Executive Officer of the Company since 1972. For fiscal year 1999,
Mr. Smith received a salary of $80,000. See "Compensation of Directors and
Executive Officers" and "Employment Agreements" for more information concerning
Mr. Smith's compensation. In determining Mr. Smith's compensation, the Board
evaluates corporate performance, individual performance, and compensation paid
to chief executive officers of comparable companies. Through his beneficial
equity ownership in the Company, consisting of 54,696 shares of Common Stock and
options to purchase 100,000 shares of Common Stock, Mr. Smith shares with other
shareholders of the Company a stake in the success of the Company's business.
THE BOARD OF DIRECTORS
Scott L. Smith
Bret C. Decker
Charles W. Shannon
Gerald L. Sneddon
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO RE-ELECT
THE FOUR NOMINEES NAMED ABOVE TO SERVE ON THE BOARD OF DIRECTORS UNTIL THE NEXT
ANNUAL MEETING OF SHAREHOLDERS AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND
QUALIFIED.
PROPOSAL 2 - APPOINTMENT OF INDEPENDENT ACCOUNTANTS
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<PAGE>
The Board of Directors has selected Foote, Passey, Griffin and Company,
LC, as independent certified public accountants for the Company to examine the
Company's financial statements for its fiscal year ending October 31, 2000.
During 1999, Foote, Passey, Griffin and Company, LC, examined the accounts of
the Company and its subsidiaries and also provided other audit services to the
Company in connection with Securities and Exchange Commission filings. The
Company presently anticipates that no representative of the auditors will be
present at the Annual Meeting.
THE BOARD OF DIRECTORS BELIEVES THE SELECTION OF FOOTE, PASSEY, GRIFFIN
AND COMPANY, LC, IS IN THE BEST INTEREST OF THE COMPANY, AND RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE PROPOSAL.
OTHER MATTERS
The Board of Directors presently knows of no other matters which are
likely to be presented at the Annual Meeting. If other matters should properly
come before the Annual Meeting, it is intended that the Proxy Holders will note
thereon in their discretion.
ANNUAL REPORT
The Annual Reports to Shareholders for the fiscal years ended October
31, 1999, and October 31, 1998, including audited financial statements,
accompany this Proxy Statement in the form of copies of the Company's Form
10-K's filed with the U.S. Securities and Exchange Commission, The accompanying
Annual Reports do not include exhibits to the Form 10-K's, however. Upon request
by an eligible shareholder, the Company will provide copies of the exhibits for
a reasonable fee. Requests for a copy of the exhibits can should be mailed to:
Scott L. Smith, 712 Kearns Building, 136 South Main Street, Salt Lake City, UT
84101. Alternatively, copies of the Company's 1998 and 1999 Form 10-K's and
their exhibits can be obtained also by searching the U.S. Securities and
Exchange Commission's EDGAR database on the U.S. Securities and Exchange
Commission's website at "www.sec.gov."
SHAREHOLDER PROPOSALS
In order for a shareholder's proposal to be considered for inclusion in
the Company's proxy materials for the 2001 Annual Meeting of Shareholders (the
"2001 Annual Meeting"), the proposal must be received by the Company's
President, Scott L. Smith, 712 Kearns Building, Salt Lake City, Utah 84101, no
later than October 1, 2000, and must otherwise comply with the requirements of
Rule 14a-8 of the Exchange Act.
Proposals of shareholders submitted for consideration at the Company's
2001 Annual Meeting (other than those submitted for inclusion in the Company's
proxy material pursuant to Rule 14a-8) must be delivered to the Company's
President no later than December 22, 2000, If such timely notice of a
shareholder's proposal is not given, the Company's Proxy Holders may exercise
discretionary voting authority to vote on the proposal when and if it is raised
at the 2001 Annual Meeting.
By order of the Board of Directors,
Scott L. Smith, Chairman
January 31, 2000
9
<PAGE>
GOLD STANDARD, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned shareholder of Gold Standard, Inc., a Utah corporation (the
"Company"), hereby appoints Scott L. Smith and Bret C. Decker as Proxies, each
with the power to appoint his substitute, and hereby authorizes them, or either
of them, to represent and to vote, as designated below, all the shares of common
stock of the Company held of record by the undersigned on January 21, 2000 (the
record date), at the Annual Meeting of Shareholders to be held on February 29,
2000 or at any continuation(s) or adjournment(s) thereof. The proposals listed
below are made by the Board of Directors.
1. ELECTION OF DIRECTORS
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY
except as marked to the contrary below to vote for all nominees listed below
(To withhold authority to vote for any individual nominee, strike a line through
the nominee's name in the list below.)
Scott L. Smith Bret C. Decker Charles W. Shannon Gerald L. Sneddon
2. APPOINTMENT OF FOOTE, PASSEY, GRIFFIN AND COMPANY, LC, AS INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING OCTOBER 31, 2000
|_| FOR |_| AGAINST |_| ABSTAIN
3. IN THEIR DISCRETION, proxy holders are authorized to vote upon such
other business as may properly come before the Annual Meeting, provided
the Company did not have notice of such matter prior to January 31,
2000.
This Proxy, when properly executed, will be voted in the manner
directed by the undersigned shareholder. If no direction is given, then this
Proxy will be voted FOR all nominees for director listed in Proposal 1, and FOR
Proposal 2.
Please sign exactly as your name appears on the records of the
Company's transfer agent. When shares are held by joint tenants, both should
sign. When signing as attorney, or as executor, administrator, trustee, or
guardian, please give your full title as such. If a corporation, please sign in
the full corporate name by the President or other authorized officer. If a
partnership, please sign in the partnership name by an authorized person.
(Continued on Reverse Side)
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<PAGE>
Please mark, sign, date, and return this Proxy promptly. By signing below, the
undersigned also acknowledges receipt of the Notice of Annual Meeting of
Shareholders, Proxy Statement and Annual Report accompanying this Proxy.
Dated: _____________________________________________
- ---------------------------- ------------------------------
No. of Shares Held No. of Shares Held at Brokerage
of Record or Clearing House
- ---------------------------- ------------------------------
Signature (if held by Name of Brokerage or Clearing
an individual) House
- ---------------------------- ------------------------------
Print Name Name of Entity Shareholder (if
not held by an individual)
- ---------------------------- ------------------------------
Signature (if held Signature of Authorized Signer
jointly) of Entity
- ---------------------------- ------------------------------
Print Name Title of Authorized Signer
PLEASE RETURN TO:
GOLD STANDARD, INC.,
712 Kearns Building, 136 S. Main Street,
Salt Lake City, Utah 84101
11
