SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11 or 240.14a-
12
American Energy & Technology Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other that the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
Common
2) Aggregate number of securities to which transaction applies:
3) Per Unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[] Fee paid previously 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: American Energy & Technology Inc.
4) Date Filed: January 13, 1997
AMERICAN ENERGY & TECHNOLOGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held
February 14, 1997
To the Shareholders:
You are cordially invited to attend the Annual Meeting of
Stockholders of American Energy & Technology, Inc. (the
"Corporation") to be held on February 14, 1997, at 1:30 P.M.
(Edmonton time) at the Company's executive offices located at
#1500 Midland Walwyn Tower, Edmonton Centre, Edmonton, Alberta,
Canada, T5J 2Z2, for the following purposes:
1. To consider and, if thought advisable, approve a resolution
amending the Certificate of Incorporation of the Corporation to
a) consolidate the number of issued and outstanding $0.01 Par
Value Common Stock of the Corporation on the basis of one (1) New
Common Share for each twenty (20) shares of $0.01 Par Value
Common Stock outstanding, b) change the authorized share capital
of the Corporation to 75,000,000 common shares with no par value
and c) change the name of the Corporation to Breccia
International Minerals Inc.
2. To elect directors.
3. To consider and, if thought advisable, approve a resolution
approving a share option plan which would authorize the Board of
Directors to issue options to directors who are in a position to
contribute to the growth and development of the Corporation.
4. To appoint auditors and to authorize the directors to fix
their remuneration as such.
5. To ratify, confirm and approve all acts, deeds, payments of
money, and things done by and the proceedings of the Directors
and Officers of the Corporation on its behalf since the last
meeting of the Corporation.
6. To transact such other business as may properly by brought
before the Meeting or any adjournment thereof.
The specific details of the matters proposed to be put
before the Meeting are set forth in the Proxy Statement
accompanying and forming part of this Notice.
Only holders of common stock of record at the close of
business of February 3, 1997 will be entitled to receive notice
of and to vote at the meeting or at any adjournment thereof
By Order of the Board of Directors
___________________________________
Donald P. Caron
President, Chief Financial Officer,
Secretary and Director
Edmonton, Alberta, Canada
February 3, 1997
Whether or not you intend to be present at the meeting,
please date and sign the enclosed proxy and mail it promptly to
the office of the Registrar and Transfer Agent of the
Corporation, American Securities Transfer & Trust, Inc. 1825
Lawrence Street, Suite 444, Denver, CO, 80202.
AMERICAN ENERGY & TECHNOLOGY, INC.
PROXY STATEMENT
The Annual Meeting of Stockholders of American Energy &
Technology, Inc. (the "Corporation") will be held at the
Corporation's executive offices located at #1500 Midland Walwyn
Tower, Edmonton Centre, Edmonton, AB, T5J 2Z2, on February 14,
1997 at 1:30 P.M. (Edmonton time) for the purposes set forth in
the foregoing notice of meeting. The accompanying form of proxy
for use at the meeting and at any adjournments thereof is
solicited by the Board of Directors of the Corporation. Any
proxy may be revoked by the stockholder by written notice to the
Secretary of the Corporation, if such notice is actually received
by him before such proxy is exercised, or by attending and voting
at the meeting in person.
A majority of the shares held by persons present at the
meeting in person or by proxy is required for the proposals set
forth in this proxy statement. Abstentions and votes withheld by
brokers in the absence of instructions from street-name holders
(broker non-votes) have the same effect as votes cast against a
particular proposal.
Proxies in the accompanying form which are properly executed
by stockholders, duly returned to the Corporation and not revoked
will be voted in the manner indicated below. This proxy
statement and the accompanying proxy are being mailed to
stockholders on or about February 3, 1997.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the close of business on February 3, 1997, the record
date for the meeting, the Corporation had 20,541,475 shares of
its common stock, Par Value $.01 per share (the "Common Shares")
outstanding and entitled to vote at the meeting. Each Common
Share will be entitled to one vote on each matter presented at
the meeting. The presence in person or by proxy of a majority of
Common Shares entitled to vote at the meeting shall constitute a
quorum.
The following table sets forth certain information as of the
close of business on February 3, 1997 concerning (i) the
beneficial ownership of the Common Shares by each director,
nominee for director and named executive officer and by all
directors and executive officers of the Corporation as a group
and (ii) each person who, to the knowledge of the Corporation, is
the beneficial owner of more than 5% of the Common Shares.
Beneficial ownership has been determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended, and
does not necessarily bear on the economic incidence of ownership
or the right to transfer such shares.
Number of Percent
Common Shares of
Name and Address Beneficially Common
of Beneficial Owner Owned Shares
Barrington Global Fund Inc. (1) 12,500,000 60.8 %
Unit 18, Mill Mall
Tortola, BVI
Mount-Western Investments Inc. (2) 2,650,000 12.9 %
1500 Midland Walwyn Tower
Edmonton, Alberta
(1) Based on form 3,4 and 5 filings with the Securities and
Exchange Commission ("SEC"), Barrington held direct voting
and dispositive power as to all such shares.
(2) Based on form 3,4 and 5 filings with the Securities and
Exchange Commission ("SEC"), Mount-Western held direct
voting and dispositive power as to all such shares.
None of the Officers and Directors of the Corporation
beneficially own any stock of the Corporation.
MATTERS TO BE ACTED UPON AT MEETING
PROPOSAL ONE
Reverse Stock Split and Redesignation of Share Capital
Shareholders of the Corporation will be asked to consider
and, if thought advisable, to approve a Resolution:
a. amending and restating the Certificate of Incorporation of
the Corporation to consolidate the number of issued and
outstanding $0.01 Par Value Common Stock of the Corporation
on the basis of one (1) New Common Share for each twenty
(20) shares of $0.01 Par Value Common Stock outstanding (the
"Consolidation"), and
b. amending and restating the Certificate of Incorporation of
the Corporation to redesignate the classes and maximum
number of shares that the Corporation is authorized to issue
75,000,000 New Common Shares without nominal or Par Value
(the "Redesignation").
c. amending and restating the Certificate of Incorporation of
the Corporation to change the name of the Corporation to
"Breccia International Minerals Inc." (the "Name Change").
Reverse Stock Split: No Par Stock
RESOLVED, that the Board recommends to the shareholders that
the presently outstanding shares of the common stock of the
Corporation be consolidated on the basis of one share for each
twenty existing shares of common stock, and that no fractional
shares will be issued as a result of the reverse split, but that
in lieu thereof, each stockholder whose shares of common stock
are not evenly divisible by twenty will receive one additional
share of common stock for the fractional share that such
stockholder would otherwise be entitled to as a result of the
reverse stock split;
FURTHER RESOLVED, that the Board recommends to the
shareholders that the par value of the common stock of the
Corporation be changed from $0.01 par value to no par common
stock;
FURTHER RESOLVED, that the foregoing resolutions be
reflected in the Corporation's Restated Certificate of
Incorporation, as set forth in Exhibit A, attached to this proxy.
FURTHER RESOLVED, that the Board recommends to the
shareholders that the name of the Corporation be changed to
Breccia International Minerals Inc.;
FURTHER RESOLVED, that the President or Secretary of the
Corporation be, and each of them hereby is, authorized and
directed to cause the Corporation's transfer agent to issue new
certificates to the shareholders of the Corporation reflecting
the one to twenty reverse stock split authorized by the foregoing
resolutions and the change from $0.01 par value to no par value
stock effected by the Restated Certificate of Incorporation
effective as of the date the Restated Certificate of
Incorporation becomes effective under Delaware law (the
"Effective Date").
FURTHER RESOLVED, that all certificates representing issued
shares which are in existence as of the close of business on the
Effective Date shall thereafter, without any further action being
taken, represent one-twentieth of the number of shares as they
theretofore represented, and that this date shall be the "record
date" of the common stock for all purposes hereunder.
Effective Date
RESOLVED, that the foregoing resolutions shall become
effective on the Effective Date.
As of February 3, 1997, the Corporation had 20,541,475 $0.01
Par Value common shares outstanding. The proposed one-for-twenty
reverse stock split would reduce the number of new common shares
of the Corporation outstanding to approximately 1,027,074 common
shares.
The effective date of the Consolidation and the
Redesignation will be the date of filing of the Restated
Certificate of Incorporation in the State of Delaware, Office of
Secretary of State and such date is referred to as the "Effective
Date".
On the Effective Date, the $0.01 Par Value common stock of
the Corporation will be consolidated on a one-for-twenty basis.
As soon as practicable after the Effective Date, the
Corporation's shareholders should submit a letter of transmittal,
attached hereto, containing instructions with respect to the
surrender of the Corporation's share certificates, and for use in
exchanging their share certificates for New Common Shares. Upon
the return of a properly completed letter of transmittal together
with share certificates for $0.01 Par Value Common Stock,
certificates for an appropriate number of New Common Shares
following their consolidation will be issued.
No certificate representing fractional Common Shares will be
issued. In the event the consolidation results in a registered
shareholder of the Corporation becoming entitled to a fractional
Common Share, an upwards adjustment will be made to the nearest
full Common Share.
Management of the Corporation is of the opinion that the
consolidation of the Common Shares of the Corporation is in the
best interests of the Corporation. Management believes that the
consolidated number of outstanding Common Shares and the
resulting market price would be more appropriate for the
Corporation's market capitalization and allow the Corporation
flexibility with respect to future financings, although no such
financings are contemplated this time other than as disclosed
herein.
PROPOSAL TWO
Election of Directors
All directors (three in number) are proposed to be elected
to hold office until the next Annual Meeting of Stockholders and
until the election and qualification of their successors. All of
the nominees are currently members of the Board. The proxies
solicited hereby, unless directed to the contrary, will be voted
for the three persons named below.
Management has no reason to believe that any nominee will be
unable or unwilling to serve as a director, but if for any reason
any of those persons should not be available or able to serve,
the accompanying proxy will be voted in accordance with the best
judgment of the persons acting thereunder.
The following information is furnished with respect to each
nominee.
Name and Year Position with the Company, Present Principal Occupation,
in which First Principal Occupations During the
Elected as a Director Last Five Years and Other Directorships
- -------------------- ---------------------------------------
Donald P. Caron Chief Executive Officer, Chief Financial Officer,
Director Edmonton President and Secretary of the Company and
Alberta (1988) President of Americaron Capital Corp.
Richard D. Caron Director of the Company and President of
Edmonton, Alberta (1988) Mount-Western Investments Inc. Venture Fund
Group of Companies.
Michael A. Trabysh Director of the Company and Corporate Finance
Edmonton, Alberta (1996) Manager of Western America Venture Management.
Donald P. Caron, 33, is the President, Chief Executive
Officer, Chief Financial Officer, Secretary and Director of the
Corporation. He is also President and director of Magma Pacific
Gold Inc. and Vice President and director of Western Pacific Gold
Inc., each junior mineral exploration companies listed on a
Canadian stock exchange. Mr. Caron has been involved with the
financial management and administration of listed public
companies for over seven years. He specializes in finance,
accounting, securities regulations and Stock Exchange policies.
Mr. Caron is also President of Americaron Capital Corp. a
company providing financing and administrative services for
public and private companies. He was instrumental in the
reorganization of several public companies and has advised and
participated as a principal in numerous mergers, acquisitions,
and divestitures in Australia, Germany, India, Mexico, Chile, USA
and Canada.
Richard D. Caron, 42, Director of the Corporation and
President of Mount-Western Investments Inc., a venture fund
company investing in public and private companies.
Michael A. Trabysh, 32, Director of the Corporation and
Corporate Finance manager of Western America Venture Group, a
company administering venture funds and public company compliance
and reporting.
During fiscal 1996, the Board of Directors had no committees
During fiscal 1996, the Board of Directors had a total of
three meetings. All of the directors appointed at that time
attended 100% of the meetings of the Board of Directors.
INDEBTEDNESS OF DIRECTORS AND OFFICERS
Since the renewal of Incorporation of the Corporation on the
18th March , 1994, none of the directors or officers of the
Corporation have been indebted to the Corporation.
Summary Compensation Table
The following table sets forth the annual compensation, long-
term compensation and all other compensation for the last three
fiscal years for the Company's Executive Officers.
SUMMARY COMPENSATION TABLE
Annual Compensation
Long Term
Other Compensation
Name and Principal Fiscal Salary Bonus Annual Awards
All Other
Position Year $ $ Compensation Options #
Compensation
Donald P. Caron 1996 $ 0 $ 0 $ 0 0 0
Director, Chief Exec.1995 0 0 0 0
0
Officer & President 1994 0 0 0 0
0
Richard D. Caron 1996 0 0 0 0 0
Director 1995 0 0 0 0 0
1994 0 0 0 0 0
Option Grants in Last Fiscal Year
The following table sets forth information on option grants in
fiscal 1996 to each of the Named Officers.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential
Realizable Value at
Assumed Annual
% of Total Rates of Stock Price
Options Appreciation
Granted to Exercise for Option Term
Options Employees in Price Expiration
Name Granted (1) Fiscal Year ($/Sh) Date 5% 10%
Donald P. Caron 0 0 % $ 0 0 $ 0 $ 0
Richard D Caron 0 0 0 0 0 0
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Value ofUnexercised
Unexercised In-The-Money
Options at Options at
Fiscal Year End (#)Fiscal Year End ($)
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable
Unexercisable
Donald P. Caron 0 0 0 0 $ 0 $ 0
Richard D. Caron 0 0 0 0 0 0
PROPOSAL THREE
Approval of Share Option Plan
At the Meeting, shareholders, will be asked to approve a
resolution approving a share option plan (the "Directors Plan")
which would authorize the Board of Directors to issue options to
directors who are in a position to contribute to the growth and
development of the Corporation.
The Plan affords the flexibility to the Board of Directors
to grant options as an additional incentive for directors to
invest in Common Shares of the Corporation and thereby increase
their proprietary interest in the Corporation.
A description of the principal features of the Directors'
Plan is set forth below.
Purpose. The purposes of the Directors' Plan are to attract
and retain highly skilled individuals as directors of the
Corporation, to provide additional incentive to the non-employee
directors of the Corporation to serve as directors and to
encourage the directors' continued service on the Board.
Stock Subject to the Plan. The maximum number of shares of
the Corporation's Common Stock that may be optioned and sold
under the Directors' Plan is 15% per year of the issued and
outstanding shares of the Corporation and the aggregate number of
securities so reserved for issuance to any one person must not
exceed 7.5% of the outstanding shares. If an option expires or
becomes unexercisable for any reason, the unpurchased shares of
stock that were subject to the option may be returned to the
Directors' Plan, unless such plan has terminated, and may become
available for future grant under the plan.
Administration. The Directors' Plan fixes the timing of
option grants, amount of the grants, basis for the exercise price
and restrictions on exercise of the options. Administration of
the Directors' Plan, to the extent necessary, will be provided by
the Board of Directors of the Corporation. The interpretation and
construction of any provision of the Directors' Plan by the Board
shall be final and conclusive. Members of the Board receive no
additional compensation for their services in connection with the
administration of the Directors' Plan.
Eligibility. The Directors' Plan provides for the grant of
nonstatutory stock options to employee and non-employee directors
of the Corporation.
Term of Plan. The Directors' Plan shall be effective for a
ten-year term unless earlier terminated pursuant to the
provisions of the plan.
Terms of 0ption: Option Agreement. Options granted under
the Directors' Plan have a term of six years, unless otherwise
provided in the option agreement. Each option is evidenced by a
stock option agreement between the Corporation and the director
to whom such option is granted.
Exercise Price. The per share exercise price of each option
granted under the Directors' Plan is 100% of the fair market
value per share on the date the option is granted. As long as
the Common Stock of the Corporation is traded on the National
Market System of the NASDAQ system, the fair market value of a
share of Common Stock of the Corporation shall be the closing
sales price for such stock (or the closing bid, if no sales were
reported, as quoted on such system) on the date of grant as
reported.
Exercise of Option. An option is exercised by giving
written notice of the exercise to the Corporation specifying the
number of shares of Common Stock to be purchased and tendering
payment of the purchase price to the Corporation.
Form of Consideration. The consideration to be paid for the
shares to be issued upon exercise of an option under the
Directors' Plan may consist of cash, check or other shares of the
Corporation's Common Stock which, in the case of the shares
acquired upon exercise of an option, have been beneficially owned
for at least six months or which were not acquired directly or
indirectly from the Corporation, with a fair market value on the
exercise date equal to the aggregate exercise price of the shares
being purchased.
Rule 16b-3. Options granted to directors must comply with
the applicable provisions of Rule 16b-3 or any successor thereto
and shall contain such additional conditions or restrictions as
may be required thereunder to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Directors'
Plan transactions.
Termination of Status as a Director. If a non-employee
director ceases to serve as a director of the Corporation,
options outstanding under the Directors' Plan may be exercised
within three months after he or she ceases to be a director of
the Corporation to the extent such options were exercisable on
the date of termination.
Disability. If a non-employee director ceases to serve on
the Board of Directors due to a total and permanent disability,
options outstanding under the Directors' Plan may be exercised
within three months after termination to the extent that such
options were exercisable at the date of termination.
Death of Optionee. If a director-optionee should die while
serving on the Corporation's Board of Directors, options may be
exercised at any time within 12 months after death, but only to
the extent the options were exercisable at the date of death.
Termination of Options. No option is exercisable by any
person after the expiration of six years from the
date the option was granted.
Nontransferability. An option granted under the Directors'
Plan is nontransferable by the holder otherwise than by will or
the laws of descent and distribution, and is exercisable during
the holder's lifetime only by the optionee, or in the event of
the optionee's death, by the optionee's estate or by a person who
acquires the right to exercise the option by bequest or
inheritance.
Adjustment Upon Changes in Capitalization or Merger. In the
event any change is made in the Corporation's capitalization,
such as a stock split or reverse stock split, appropriate
adjustment shall be made to the purchase price and to the number
of shares subject to the stock option. In the event of the
proposed dissolution or liquidation of the Corporation, all
options will terminate immediately prior to the consummation of
such actions, unless otherwise provided by the Board. In the
event of a proposed sale of all or substantially all of the
assets of the Corporation, or the merger of the Corporation with
or into another corporation, the successor corporation shall
assume all outstanding options or substitute new options
therefor, unless the Board determines in its discretion to
accelerate the exercisability of such options.
Amendment and Termination of the Directors' Plan. The Board
may amend or terminate the Directors' Plan from time to time in
such respects as the Board may deem advisable; provided that, to
the extent necessary to comply with Rule 16b-3 promulgated under
the Exchange Act or any other successor law or regulation, the
Corporation shall obtain shareholder approval of any amendment to
the Directors' Plan in such a manner and to such a degree as is
required by the applicable law, rule or regulation. Without the
director-optionee's consent, any amendment or termination of the
Directors' Plan shall not affect options already granted and such
options shall remain in full force and effect as if the
Directors' Plan had not been amended or terminated.
Any provisions of the Directors' Plan that affect terms
required to be specified in the plan by Rule 16b-3 promulgated
under the Exchange Act shall not be amended more than once every
six months, other than as required by other applicable laws,
rules or regulations.
Federal Tax Information
The following is only a summary of the effect of United
States federal income tax consequences of transactions under the
Directors' Plan. This summary is not intended to be exhaustive,
and does not discuss the tax consequences of a participant's
death or the income tax laws of any municipality, state or
foreign country in which an optionee may reside.
Options granted under the Directors' Plan are nonstatutory
stock options. An optionee will not recognize any taxable income
at the time he or she is granted a nonstatutory stock option.
Upon exercise of the option, the optionee will generally
recognize compensation income for federal tax purposes measured
by the excess, if any, of the then fair market value of the
shares over the exercise price. Upon resale of such shares by the
optionee, any difference between the sales price and the exercise
price, to the extent not recognized as compensation income as
provided above, will be treated as capital gain or loss, and will
qualify for long-term capital gain or loss treatment if the
shares have been held for more than one year. The Corporation
will be entitled to a tax deduction in the amount and at the time
that the optionee recognizes ordinary income with respect to
shares acquired upon exercise of a nonstatutory option.
The text of the Resolution is as follows:
Approval of Share Option Plan
RESOLVED, that the Board recommend to the shareholders of
the Corporation that the share option plan be and is hereby
approved;
FURTHER RESOLVED, that the President of the Corporation is
hereby authorized and directed for and on behalf of the
Corporation, to take whatever actions as he, in his sole
discretion, may deem necessary in order to bring into effect the
terms of this resolution.
PROPOSAL FOUR
APPOINTMENT OF AUDITORS
The Shareholders will be asked to vote for the appointment of
BDO Dunwoody, Chartered Accountants, as auditors for the
Corporation for the current fiscal year and to authorize the
directors to fix their remuneration. Its expected that BDO
Dunwoody, Chartered Accountants, will not attend the annual
meeting.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
There were no material interest, direct of indirect, of
directors and officers of the Corporation, nor any Shareholder
who beneficially owns more than 10% of the Common Shares of the
Corporation, or any known associate or affiliate of these persons
in any transaction other than those disclosed in the financial
statements, attached hereto, which has materially affected or
would materially affect the Corporation.
MATERIAL CONTRACTS
The Corporation has not entered into any contracts other than
contracts in the ordinary course of business other than as
follows:
1. Pursuant to a stock purchase agreement the Corporation issued
12,500,000 $0.01 par value common stock for consideration of
$125,000.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of the Corporation are BDO Dunwoody, Chartered
Accountants.
The American Securities Transfer & Trust, Inc. through its
office at Denver, Colorado, is the Transfer Agent and Registrar
for the $0.01 Par Value Common Voting Shares.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the
next Annual Meeting must be received by the Company on or before
June 30, 1997 in order to be included in the Proxy Statement and
proxy for the 1997 meeting. The mailing address of the Company
for submission of any such proposals is #1500 Midland Walwyn
Tower, Edmonton Centre, Edmonton, Alberta, Canada, T5J 2Z2 Attn.:
Michael Trabysh.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and certain of its officers, and
persons who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than 10 percent
shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received
by it, the Company believes that during the year ended April 30,
1996 all filing requirements applicable to its officers,
directors and greater than 10 percent beneficial owners were
complied with. All Form 3, 4 and 5 reports have been filed as
required by the Securities Exchange Act of 1934.
OTHER MATTERS
The entire cost of solicitation of proxies in the
accompanying form will be borne by the Company. The Company will
reimburse brokers for their costs associated with transmitting
these materials to persons for whom such brokers hold Common
Shares. In addition to the use of the mails, proxies may be
solicited by directors, officers and regular employees of the
Company, by personal interview, telephone and fax.
Stockholders wishing to receive a copy of the Corporation's
Fiscal 1996 Annual Report on Form 10K (including the Financial
statements and schedules thereto) filed with the Securities and
Exchange Commission may obtain one without charge by making a
written request to D. P. Caron, American Energy & Technology,
Inc., #1500 Midland Walwyn Tower, Edmonton Centre, Edmonton, AB,
T5J 2Z2.
The Board of Directors knows of no matters other than those
described above which are likely to come before the meeting. If
any other matters properly come before the meeting, the persons
named in the accompanying form of proxy intend to vote the
proxies in accordance with their best judgment.
DATED February 3, 1997
By Order of the Board of Directors
________________________________________________
DONALD P. CARON
President and Chief Financial Officer and Director
RESTATED
CERTIFICATE OF INCORPORATION
OF
AMERICAN ENERGY & TECHNOLOGY, INC.
Pursuant to the General Corporation Law
of the State of Delaware
AMERICAN ENERGY & TECHNOLOGY INC., a corporation organized
and existing under the laws of the state of Delaware, hereby
certifies as follows:
1. The name of the corporation is American Energy & Technology,
Inc. The corporation was originally incorporated under the name
Aerotech, Inc. The date the corporation filed its original
Certificate of Incorporation with the Secretary of State was
April 25, 1975.
2. This Restated Certificate of Incorporation restates and
amends the provisions of the original certificate of
Incorporation of this corporation as heretofore in effect and was
duly adopted by the stockholders on February 14, 1997 in
accordance with Section 242 and 245 of the General Corporation
Law of the State of Delaware.
3. The text of the Certificate of Incorporation is hereby
restated to read as herein set forth in full:
ARTICLE I
The name of the corporation is Breccia International
Minerals Inc., (hereinafter called the "Corporation").
ARTICLE II
The location of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle, 19801. The name of its
registered agent at that address is The Corporation Trust
Company.
ARTICLE III
The general nature of the business the Corporation proposes
to transact, and certain of its objects, purposes and powers (in
addition to those conferred by law), is to engage in any act or
activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
ARTICLE IV
The total number of shares of capital stock which the
Corporation shall have authority to issue is Seventy-Five million
(75,000,000) shares of no par Common Stock.
ARTICLE V
Election of directors need not be by written ballot unless
the Bylaws so provided.
ARTICLE VI
In furtherance and not in limitation of the powers conferred
by law, the Board of Directors of the Corporation is expressly
authorized:
(a) To make, alter, amend or repeal the Bylaws of the
Corporation.
(b) To direct and determine the use and disposition of net
profits or net assets in excess of capital; to set apart out
of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose; and
to such reserve in the manner in which it was created.
(c) To establish bonus, profit sharing, stock option,
retirement or others types of incentive or compensation plan
for the employees (including officers and directors) of the
Corporation and its subsidiaries and to fix the amount of
the profits to be distributed or shared and to determine the
persons to participate in any such plans and the amounts of
their respective participations.
(d) From time to time to determine whether and to what
extent, and at what time and places and under what
conditions and regulations, the accounts and books of the
Corporation (other than the stock ledger), or any of them,
shall be open to the inspection of the stock-holders; and no
stockholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by
statute or authorized by the Board of Directors or by a
resolution of the stockholders.
(e) To authorize, and cause to be executed mortgages liens
upon the real and personal property of the Corporation.
ARTICLE VII
(a) A director of the corporation shall not be personally
liable to the corporation or its stockholders for monitory
damages of fiduciary duty as a director, except for liability (i)
for any breach of the directory's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentionally misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which
the director derived any improper personal benefit. If the
Delaware General Corporation Law is hereafter amended to further
reduce or to authorize, with the approval of the corporation's
stockholders, further reductions in the liability of the
corporation's director for breach of fiduciary duty, then a
director of the corporation shall not be liable for any such
breach to the fullest extent permitted by the Delaware General
Corporation Law as so amended.
(b) To the extent permitted by applicable law, this
corporation is also authorized to provide indemnification of (and
advancement of expenses to) such agents (and any other persons to
which Delaware law permits this corporation to provide
indemnification) through bylaw provisions, agreements with such
agents or other persons, vote of stockholders or disinterested
directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the Delaware
General Corporation Law, subject only to limits created by
applicable Delaware law (statutory or non-statutory), with
respect to actions for breach of duty to the corporation, its
stockholders, and others.
(c) Any repeal or modification of any of the foregoing
Provisions of this Article VII shall not adversely affect any
right or protection of a director, officer, agent or other
person. existing at the time of or increase the liability of any
director of the corporation with respect to any acts or omissions
of such director prior to, such repeal or modification.
ARTICLE VIII
The Corporation reserves the right to , alter, change or
repeal any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by law,
and all rights and powers conferred herein on stockholders and
directors are, subject to this reserved power.
ARTICLE IX
The corporation shall have a perpetual existence.
ARTICLE X
The corporation shall not be subject to the provisions of
Section 203 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned has signed this Restated
Certificate of Incorporation as of this 18th day of February,
1997.
Donald P. Caron, President
ATTEST:
Donald P. Caron, Secretary
American Energy To our Shareholders:
& Technology, Inc. It is great pleasure to present our report
to the Shareholders of American Energy &
Technology, Inc.
1996 Annual Report
During the next year, we will be spending
the majority of our time identifying and
evaluating precious metal mining and
exploration opportunities with a view to
acquire properties with considerable merit
or to participate in joint ventures.
In accordance with our investment strategy,
we intend to review several projects with
an objective to conclude an acquisition
within 1997 fiscal year.
We wish to express our gratitude to our
many shareholders who share our vision and
support our endeavors.
On behalf of the Board of Directors
D. P. Caron,
President, CEO
July 2, 1996
Management Discussion and Analysis of
Results of Operation and Financial
Condition
Currently the directors are working to
establish the Company as a prominent
mineral exploration and development company
seeking high tonnage, high grade, gold and
copper orebodies which would be amenable to
economical mining techniques.
The result of operations as reflected in
the Statement of Operations and Deficit
indicate a loss of $16,538 which represents
transfer agent, legal and consulting fees
necessary to maintain the Company current
with its regulatory filing requirements.
The Company's financial position depends
primarily upon successfully acquiring
quality exploration and mining projects
that will attract investment capital for
equity placements.
American Energy & Technology Inc. Financial Statements
For the year ended April 30, 1996
Contents
FINANCIAL STATEMENTS
Balance Sheet
Statement of Operations and Deficit
Statement of Changes in Financial Position
Summary of Significant Accounting Policies
Notes to the Financial Statements
AUDITORS' REPORT
To the Shareholders of
American Energy & Technology Inc.
We have reviewed the balance sheet of American Energy &
Technology Inc. as at April 30, 1996 and the statements of loss
and deficit and changes in financial position for the year then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant
estimates made by management, as well as evaluating the overall
financial statement presentation.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the company as at
April 30, 1996 and the results of its operations and the changes
in its financial position for the year then ended in accordance
with generally accepted accounting principles.
BDO Dunwoody
CHARTERED ACCOUNTANTS
July 2,1996
Balance Sheet
As at April 30
Assets
Current 1996 1995
Cash $3,669 $ -
======== ========
Liabilities and Shareholders' Equity (Deficiency)
Accounts payable $2,662 $
Payable to Affiliated Companies (Note 3) 43,917 26,371
------- -----
46,579 26,371
Shareholder's Equity
Share Capital (Note 4) 89,165 89,165
Deficit (132,075) (115,536)
-------- --------
(42,910) (26,371)
-------- -------
$3,669 $ -
======== ========
On behalf of the board:
Don Caron____________ Director
Richard Caron________ Director
Statement of Operations and Deficit
For the year ended April 30
1996 1995
------ ------
Administrative Expenses
Audit fees 1,200
Bank charges 84
Consulting fees 10,000 20,000
Franchise taxes 107 215
Legal fees 2,511
Office supplies 45
Registration fees 250
Subscriptions 225
Transfer agent fees 2,116 2,154
---------------
16,538 2,369
Write down on technology rights 126,558
---------------
Net loss for the year (16,538)(128,927)
(Deficit) Retained Earnings,
beginning of period (115,537) 13,391
------- -------
Deficit, end of period $(132,075)$(115,536)
========= ========
Loss per Share* $(0.002) $(0.016)
========= ========
* Based on 8,041,475 common shares
Statement of Changes in Financial Position
For the year ended April 30 1996 1995
------- --------
Cash provided by (used in)
Operating Activities
Net loss $(16,538) $(128,927)
Write down of technologies 126,558
--------- --------
(16,538) (2,369)
Changes in working capital accounts
Accounts payable 2,662
Payable to affiliated companies 17,544 2,369
-------- ----------
Increase In Cash for the year and cash
end of year $3,668 $ -
======== ==========
Summary of Significant Accounting Policies
Nature of Business
The Company is incorporated under the laws of the State of
Delaware, U.S.A. on April 25, 1975 and renewed on March 18, 1994.
As the U.S. dollar is the principal currency in which the
company's business is conducted, these financial statements have
been presented in U.S. dollars.
Net Income (Loss)
per common share
The net income loss per common share is based on the number of
$0.01 par value common shares outstanding.
Notes to Financial Statements
1. Related Party Transactions
The Company has entered into the following transactions with
related parties:
A Company affiliated with a director of the Corporation advanced
the Corporation $13,916. This amount was advanced for current
expenditures.
The Company entered into service agreements with affiliated
companies controlled by a director of the corporation. Current
payables include $30,000 related to these agreements.
2. Share Capital
Authorized
Seventy-five million (75,000,000) $.01 par value common stock.
1996 1995
Issued ------- ------
8,041,475 common stock $.01 par value $89,165 $89,165
======= ======
3. Comparitive Figures
The 1995 figures have been restated to reflect a retroactive
write down of technological rights as management has determined
that these rights have no discernable value to the company.
AMERICAN ENERGY & TECHNOLOGY, INC.
Instrument of Proxy
For the Annual Meeting of Shareholders
The undersigned shareholder of American Energy & Technology,
Inc. (the "Corporation") hereby appoints Donald P. Caron of the
City of Edmonton in the Province of Alberta, a director of the
Corporation, or, failing him, the foregoing,
, as proxyholder of the undersigned, with full power of
substitution, to attend and act and vote for and on behalf of the
undersigned at the Annual Meeting of the shareholders of the
Corporation (the "Meeting"), to be held on February 14, 1997 and
at any adjournment or adjournments thereof, and on every ballot
that may take place in consequence thereof to the same extent and
with the same powers as if the undersigned were personally
present at the Meeting with authority to vote at the said
proxyholder's discretion, except as otherwise specified below.
Without limiting the general powers hereby conferred, the
undersigned hereby directs the said proxyholder to vote the
shares represented by this instrument of proxy in the following
manner:
1. FOR____ or AGAINST_____ a special resolution amending the
Certificate of Incorporation of the Corporation to
consolidate the number of issued and outstanding shares of
the Corporation on the basis of one (1) New Common Share for
each twenty (20) $0.01 Par Value Common Stock outstanding,
restating the Certificate of Incorporation of the
Corporation to redesignate the maximum number and type of
share capital to be issued by the Corporation to be
75,000,000 New Common Shares and restating the Certificate
of Incorporation of the Corporation to change the name of
the Corporation to Breccia International Minerals Inc., as
more particularly described in the Proxy Statement of the
Corporation dated February 3, 1997.
2. On the election of directors for the ensuing year as set out
in the Proxy Statement, dated February 3, 1997.
FOR ___ or TO BE WITHHELD FROM VOTING_____
DONALD P. CARON
FOR ___ or TO BE WITHHELD FROM VOTING_____
RICHARD D. CARON
FOR ___ or TO BE WITHHELD FROM VOTING_____
MICHAEL A. TRABYSH
3. FOR ___ or AGAINST___ an ordinary resolution approving a
share option plan which would authorize the board of
directors to issue options to directors who are in a
position to contribute to the growth and development of the
Corporation, as more particularly described in the Proxy
Statement of the Corporation dated February 3, 1997.
4. FOR ___ or AGAINST___or WITHHOLD___ the appointment of BDO
Dunwoody, Chartered Accountants, as auditors of the
Corporation for the ensuing year and the authorization of
the directors to fix their remuneration as such.
5. FOR ___ or AGAINST___ an ordinary resolution to ratify,
confirm and approve acts, deeds, payments of money and
things done by and the preceedings of the Directors and
Officers of the Corporation on its behalf since the last
meeting of the Corporation
6. At the discretion of the said proxyholders, upon any
amendment or variation of the above matters or any other
matter that may be properly brought before the Meeting or
any adjournment thereof in such manner as such proxy, in
such proxyholder's sole judgment, may determine.
This Instrument of Proxy is solicited on behalf of the
management of the Corporation. The shares represented by this
Instrument of Proxy will be voted and, where the shareholder has
specified a choice with respect to the above matters, will be
voted as directed above or, if no direction is given, will be
voted in favor of the above matters.
Each shareholder has the right to appoint a proxyholder,
other than the persons designated above, who need not be a
shareholder, to attend and to act for him and on his behalf at
the Meeting. To exercise such right, the names of the nominees
of management should be crossed out and the name of the
shareholder's appointee should be legibly printed in the blank
space provided.
The undersigned hereby revokes any proxies heretofore given.
Dated this ____ day of _____________ , 19 ____.
_______________________________________
(signature of shareholder)
_______________________________________
(name of shareholder - please print)
1. If the shareholder is a
corporation, its corporate seal
must be affixed or it must be
signed by an officer or attorney
thereof duly authorized.
2. This form of proxy must be dated
and the signature hereon should
be exactly the same as the name
in which the shares are
registered.
3. Persons signing as executors,
administrators, trustees, etc.,
should so indicate and give their
full title as such.
4. This instrument of proxy will not
be valid and not be acted upon or
voted unless it is completed as
outlined herein and delivered to
the attention of the
Corporation's Secretary, c/o
American Securities Transfer &
Trust, Inc., 1825 Lawrence
Street, Suite 444, Denver, CO.,
80202, not less than 48 hours
(excluding Saturdays, Sundays and
holidays) before the time set for
the holding of the Meeting or any
adjournment thereof. A proxy is
valid only at the meeting in
respect of which it is given or
any adjournment(s) of that
meeting.
5. Even though you have received
this Form of Proxy together with
the Notice of Meeting and the
Proxy Statement, your shares may
not be registered in your name
with the Corporation if they are
held by a broker, even though you
are the beneficial owner. In
that case, in order to exercise
your right to vote you must
either request a transfer of your
shares into your name before the
meeting, and attend in person or
by proxy at the meeting, or you
must instruct your broker to
deliver to the Corporation's
transfer agent a proxy made out
in accordance with your
instructions.
Letter of Transmittal
American Securities Transfer & Trust, Inc.
P.O. Box 1596
Denver, CO 80201
Phone: 303 - 234 - 5300
RE: AMERICAN ENERGY & TECHNOLOGY, INC.
Dear Shareholder,
At the Annual Meeting held on February 14, 1997 the shareholders
of American Energy & Technology Inc. will be asked to approved a
Twenty-for-One reverse stock split. The reverse stock split will
be effective on the date of filing the Restated Certificate of
Incorporation in the State of Delaware. No certificate
representing fractional Common Shares will be issued. In the
event the consolidation results in a registered shareholder of
the Corporation becoming entitled to a fractional Common Share,
an upwards adjustment will be made to the nearest full Common
Share.
If you wish to obtain a new certificate reflecting the reverse
stock split please complete the following and forward it attached
to your certificate(s) to the Company's transfer agent, American
Securities Transfer, Inc., at the above address. As the exchange
is not mandatory, the shareholder will be paying the customary
$15.00 exchange fee for each new certificate.
1) Name/Address 2 Certificate# Shares
------------------ ------------ ------
------------------ ------------ ------
3) Special Mailing Instructions:
To: (Name/Address):
-----------------------------
-----------------------------
-----------------------------
INSTRUCTIONS:
1) Enter your current address and indicate if this is a change
of address.
2) Enter your certificate number(s) and corresponding shares
represented by each certificate.
3) Special Mailing Instructions: Indicate the address to which
you desire the replacement certificate(s) mailed. Note:
Please do not complete this section if you wish to have the
certificate(s) returned to your present address as indicated
in Section 1 above.
4) There is no need to endorse your certificate(s), as there
will be no change in registration.
5) Attach this completed Letter of Transmittal to your
certificate(s) and forward to American Securities Transfer &
Trust, Inc. at the address indicated above.
NOTE: THIS IS FOR CERTIFICATE EXCHANGE ONLY. REQUEST FOR CHANGE
OF REGISTERED OWNER(S) WILL NOT BE ACCEPTED WITH THIS LETTER OF
TRANSMITTAL.
