12
MSR Exploration Ltd.
500 Main Street, Suite 210
Fort Worth, Texas 76102
Notice of Annual General Meeting of Shareholders
to be held on September 27, 1996
NOTICE IS HEREBY GIVEN that the Annual General Meeting of
Shareholders of MSR Exploration Ltd., (the "Company"), will be
held in the Permian Room, 40th Floor of The Petroleum Club of
Fort Worth, 777 Main Street, in the City of Fort Worth, Texas, on
Friday, September 27, 1996 at 10:30 a.m. (local time), for the
following purposes:
1. To elect Directors for the ensuing year or until their
respective successors shall have been duly elected and shall
qualify.
2. To ratify the appointment of Deloitte & Touche LLP as
Auditors for the Company for the ensuing year, and authorize the
Directors to fix their remuneration.
3. To transact such other business as may properly be brought
before the Meeting, or any adjournment thereof, without notice.
Only Shareholders of record at the close of business on
August 26, 1996 are entitled to notice of and to vote at the
Annual General Meeting and any adjournments thereof.
A copy of the Company's Form of Proxy Statement-Information
Circular is enclosed. The Annual Report of the Directors and
Consolidated Financial Statements for the fiscal year ended
December 31, 1995 were circulated to all Shareholders in April
1996. The Notice of Annual General Meeting, Proxy Statement-
Information Circular, Instrument of Proxy and Second Quarter
Report for the period ended June 30, 1996 are circulated
herewith.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE. IF YOU DO ATTEND THE
MEETING IN PERSON, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON. THE PROMPT RETURN OF PROXIES WILL INSURE A QUORUM AND
SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION.
Dated: August 27, 1996 BY ORDER OF THE BOARD OF
DIRECTORS
Otto J. Buis
Chairman of the Board of Directors,
President and
Chief Executive Officer
MSR Exploration Ltd.
(Incorporated Under the Laws of the Province of Alberta, Canada)
500 Main Street, Suite 210
Fort Worth, Texas 76102
Proxy Statement - Information Circular
1. NOTICE OF MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of
Shareholders (the "Meeting") of MSR Exploration Ltd., (the
"Company"), will be held in the Permian Room, 40th Floor of The
Petroleum Club of Fort Worth, 777 Main Street, in the City of
Fort Worth, Texas, on Friday, September 27, 1996 at 10:30 a.m.
(local time).
The mailing address of the Company's principal executive
office is:
MSR Exploration Ltd.
500 Main Street, Suite 210
Fort Worth, Texas 76102
2. SOLICITATION, VOTING, AND REVOCABILITY OF PROXIES AND
VOTING PROCEDURES AND TABULATION.
THIS PROXY STATEMENT-INFORMATION CIRCULAR IS BEING FURNISHED
BY THE BOARD OF DIRECTORS AND MANAGEMENT OF MSR EXPLORATION LTD.
IN CONNECTION WITH ITS SOLICITATION OF PROXIES FOR USE AT THE
MEETING. IT IS ANTICIPATED THAT THE PROXY STATEMENT-INFORMATION
CIRCULAR AND FORM OF PROXY WILL BE SENT TO THE SHAREHOLDERS ON OR
ABOUT AUGUST 27, 1996.
The cost of soliciting Proxies, including the preparation,
assembly and mailing of the Proxies and soliciting material as
well as the cost of forwarding such material to beneficial owners
of shares, will be borne by the Company. Directors, officers and
regular employees of the Company may, without compensation other
than their regular remuneration, solicit Proxies personally or by
mail, telephone, telegraph or other forms of communication.
The persons designated by Management in the accompanying
Instrument of Proxy to act as Proxy are presently Directors and
Officers of the Company. A SHAREHOLDER HAS THE RIGHT TO APPOINT
SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER, TO REPRESENT
HIM AT THE MEETING AND HE MAY EXERCISE THIS RIGHT BY STRIKING OUT
THE NAME OF THE PERSON DESIGNATED BY MANAGEMENT AND BY INSERTING
SUCH OTHER PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM
OF PROXY.
PROXIES WILL BE VOTED AS SPECIFIED BY THE SHAREHOLDERS.
PROXIES WHICH APPOINT A MANAGEMENT DESIGNEE AS PROXY AND WHICH
ARE SIGNED BUT LACK ANY SUCH VOTING SPECIFICATION WILL BE VOTED
IN FAVOR OF THE DIRECTORS PROPOSED BY THE BOARD OF DIRECTORS AS
SET FORTH HEREIN, FOR THE RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE, LLP AS AUDITORS. THE ENCLOSED FORM OF PROXY
ALSO CONFERS DISCRETIONARY AUTHORITY UPON THE PROXY NAMED THEREIN
WITH RESPECT TO NONMATERIAL AMENDMENTS OF NONMATERIAL VARIATION
TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND WITH RESPECT
TO ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.
IF MATERIAL AMENDMENTS OR MATERIAL VARIATIONS TO MATTERS
IDENTIFIED IN THE NOTICE OF MEETING ARE MADE, THESE MATTERS WILL
NOT BE VOTED ON BUT WILL BE DEFERRED TO ANOTHER SHAREHOLDERS'
MEETING.
The Company will appoint one or more inspectors of election
to act at the meeting and to make a written report thereof.
Prior to the meeting, the inspectors will sign an oath to perform
their duties in an impartial manner and to the best of their
abilities. The inspectors will ascertain the number of shares
outstanding and the voting power of each of such shares,
determine the shares represented at the meeting and the validity
of proxies and ballots, count all votes and ballots and perform
certain other duties as required by law.
With regard to the election of directors, votes may be in
favor of or withheld from each nominee. Votes that are withheld
will be excluded entirely from the vote and will have no effect.
Abstentions may be specified on the proposal to approve the
appointment of auditors and will be counted as present for
purposes of determining the existence of a quorum regarding such
item of business. Abstentions on the proposal to approve the
appointment of auditors will have the effect of a negative vote
because such proposal requires the affirmative vote of a majority
of shares of Common Stock present in person or represented by
proxy and entitled to vote
3. REVOCABILITY OF PROXY
A Shareholder who has given a Proxy, or his attorney
authorized in writing, may revoke it as to any matter upon which
a vote has not already been cast pursuant to the authority
conferred by the Proxy, such revocation to be effected by
executed written instrument deposited either at the offices of
the R-M Trust Company, 1177 West Hasting Street, Mall Level,
Vancouver, British Columbia, Canada V6E 2K3, at any time up to
and including the last business day preceding the Meeting or any
adjournments thereof at which the Proxy is to be used, or with
the Chairman of such Meeting on the day of the Meeting or
adjournments thereof. Although a Shareholder may have given a
Proxy, he or she may nevertheless attend the Meeting. The
mailing address for the Company is: 500 Main Street, Suite 210,
Fort Worth, Texas 76102.
4. OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed August 26,
1996 as the record date for determining Shareholders entitled to
notice of and to vote at the Meeting. Proxy materials will be
mailed to those who become registered Shareholders on or about
August 27, 1996. On the record date, 13,812,014 Common Shares of
the Company were issued and outstanding. A quorum will be
created when two registered Shareholders are present and hold or
represent five percent of the outstanding shares. The class of
Common Shares is the only outstanding class of capital stock of
the Company entitled to vote at the Meeting. Each Common Share
is entitled to one vote on each matter to be voted upon at the
Meeting. Holders of Common Shares are not entitled to cumulative
voting rights.
5. PRINCIPAL SHAREHOLDERS AND MANAGEMENT SHAREHOLDERS
(a) The following table provides information concerning persons
known to the Company to be the beneficial owners of more than 5%
of the Company's outstanding Common Shares as of August 26, 1996.
Number of Common Shares
Beneficially Owned Percentage
Name and Address Controlled or of Common
of Beneficial Owner Directed Shares
Pozo Resources, Inc. 1,931,444 14.0%
500 Main Street, Suite 201
Fort Worth, Texas 76102
Joseph V. Montalban 1,807,355 13.1%
East Lakeshore Drive
Whitefish, Montana 59937
Steven M. Morris 1,111,111 8.0%
Morris & Co.
952 Echo Lane, Suite 335
Houston, Texas 77024
(b) The following table sets forth the number of Common Shares
beneficially owned by each Director and nominee for Director of
the Company and by all Directors and Officers as a group, as of
the same date:
Number of Common Shares
Name and address Position Beneficially Owned, Percentage
Beneficial With Controlled or of Common
Owner Company Directed Shares
Pozo Resources, Inc. 1,931,444 (1) 14.0%
Steven M. Morris Director 1,111,111 (2) 8.0%
952 Echo Lane, Suite 335
Houston, Texas 77024
Patrick M. Montalban Executive 294,100 2.1%
317 1st Avenue, S. E. Vice-President,
Cut Bank, Montana 59427 Chief Operating
Officer and Director
Otto J.Buis Chairman of the 194,544 (3) 1.4%
500 Main Street Board, President
Suite 210 Chief Executive
Fort Worth, Texas 76102 Officer and Director
Bruce D. Hirsche Secretary 100,000 0.7%
1201 Esso Tower
10060 Jasper Avenue
Edmonton, Alberta
James M. Richardson Vice President 30,000 0.2%
5930 Theall
Houston, Texas 77066
C. Al Buis Director 27,778 (4) 0.2%
500 Main Street Nominee
Suite 201
Fort Worth, Texas 76102
All Directors and 3,688,977 26.7%
Officers as a Group ( 9 persons)
(1) Pozo Resources, Inc. ("POZO") is owned by Otto J. Buis, C.
Al Buis and Steven M. Morris, each of whom is also a Director or
Nominee for Director of MSR. Otto J. Buis, C. Al Buis and Steven
M. Morris may be deemed to share voting and investment power with
respect to the 1,931,444 shares of Common Stock beneficially
owned by Pozo Resources, Inc. Otto J. Buis, C. Al Buis and
Steven M. Morris each disclaim beneficial ownership of such
shares.
(2) Excludes 1,931,444 shares owned by Pozo Resources, Inc.
(3) Excludes 27,778 shares owned by Otto J. Buis' son, C. Al
Buis, (who is a Nominee for Director of MSR) and 1,931,444 shares
owned by Pozo Resources, Inc. Mr. Buis disclaims beneficial
ownership of such shares.
(4) Excludes 194,544 shares owned by C. Al Buis' father, Otto
J. Buis (who is Chairman of the Board, President, Chief Executive
Officer and a Director of MSR) and 1,931,444 shares owned by Pozo
Resources, Inc. Mr. Buis disclaims beneficial ownership of such
shares.
6. ELECTION OF DIRECTORS
The Board of Directors recommends that the number of
Directors be set at six (6) at the Meeting or any adjournments
thereof and that six (6) Directors be elected. In the election
of Directors, each Proxy will be voted for each of the nominees
noted below unless the Proxy signifies a vote against or
withholds a vote for one or more of such nominees. If elected,
each nominee will serve a term that expires at the next Annual
General Meeting of Shareholders, and until his successor is duly
elected and qualified, or until his earlier death, resignation,
disqualification or removal as provided for in the By-laws of the
Articles of Association of the Company.
The nominees of the Board of Directors of the Company are
named below. Each of the nominees has consented to serve as a
Director if elected. Messrs. Otto Buis, Montalban, Morris,
McClinton and Rolfe are presently Directors of the Company. Mr.
C. Al Buis served as Director of the Company from October, 1994
until July, 1996. If prior to the Meeting, it should become
known that any of the following individuals will be unable to
serve as Directors by reason of death, incapacity, or other
unexpected occurrences, the Proxies will be voted for such
substitute nominee(s) as is selected by the Board of Directors.
Alternatively, the Proxies may, at the Board's discretion, be
voted for such fewer number of nominees as results from such
death, incapacity, or other unexpected occurrence. The Board of
Directors has no reason to believe that any of the following
nominees will be unable to serve. The election of each nominee
requires the affirmative vote of a majority of the shares
represented in person or by Proxy at the Meeting. The following
table sets forth information about each nominee, including
biographical data for at least the last five years.
The names, ages and positions of the Company's Directors and
Nominee for Director are as follows:
Name Age Position
Otto J. Buis 65 Chairman of the Board,
President, Chief Executive
Officer and Director
Patrick M. Montalban 39 Executive Vice President,
Chief Operating Officer
and Director
C. Al Buis 36 Nominee for Director
Robert McClinton 46 Director
Steven M. Morris 43 Director
Keith C. Rolfe 67 Director
There were four meetings of the Board of Directors since the
Company's last Annual Meeting held on September 22, 1995. All of
the Company's Directors attended in excess of 75% of the board
meetings and meetings of the Committees of which they were
members. When they met during the past year, the Company's Audit
Committee consisted of Otto J. Buis, C. Al Buis and Steven M.
Morris. The Compensation Committee consisted of C. Al Buis,
Patrick M. Montalban and Steven M. Morris. Each of these
committees met once since the last Annual Meeting. The Company
does not have a nominating committee.
Otto J. Buis is a petroleum geologist and for some 35 years has
held executive positions with domestic and international oil and
gas exploration and production companies such as OKC Limited
Partnership, OKC Corp., Shenandoah Oil Corporation and Texaco,
Inc. Mr. Buis has been President and Chief Executive Officer of
Pozo Resources, Inc. since 1992. Mr. Buis was a director of the
Company from September 1989 through July 1990 and he was a court
appointed Director and Chief Executive Officer from June 1991
through March 1992. At the Special Stockholders meeting on
October 25, 1994, Mr. Buis was elected Director and subsequently
elected Chairman of the Board, President and Chief Executive
Officer.
Patrick M. Montalban is a petroleum geologist who graduated from
the University of Montana in 1981. He joined the Company as a
Staff Geologist in 1983 and became Vice President of Exploration
and Production in October 1986. In December 1990 he was named
Executive Vice President and at the December 1991 Annual General
Meeting for the Company was elected Director and he has continued
in these offices to the present.
C. Al Buis has been the President of Buis & Co., a private
investment banking firm and its predecessor company from March
1990 to the present. Mr. Buis was an officer in the Corporate
Finance Department of Rauscher Pierce Refsnes, Inc. from 1985 to
1990. From 1982 to 1985 Mr. Buis held a position in the
Investment Banking Division of Schneider, Bernet & Hickman, a
division of Thompson McKinnon Securities. Mr. Buis was elected
Director of the Company at the Special Stockholders Meeting held
on October 25, 1994, a position he held until he resigned in
July, 1996.
Robert McClinton is a chartered accountant in Canada and for the
past four years has served as Director, President and Chief
Operating Officer of BMP Energy Systems Ltd. (BMP). BMP is a
Canadian company specializing in the provision of gas measurement
and production accounting services and products. From 1981 to
1991, Mr. McClinton was Vice President of Finance and Chief
Financial Officer of Canadian Turbo, Inc. a Canadian publicly
held company. From 1969 to 1981 he was with Deloitte & Touche
Chartered Accountants. Mr. McClinton was elected as a Director
of the Company's Board in July, 1996.
Steven M. Morris is a certified public accountant and President
of Morris & Co., a private investment firm in Houston, Texas.
From 1988 to 1991 he was Vice-President of Finance for ITEX
Enterprises, Inc. From 1981 to 1988 Mr. Morris was the Financial
Vice-President of Hanson Minerals Company, a Houston based oil
and gas exploration company. From 1978 to 1981 Mr. Morris was a
Partner in the Certified Public Accounting Firm of Haley &
Morris. He served as Senior Accountant with the Houston office
of Arthur Young and Company from 1974 to 1977. Mr. Morris was
elected Director of the Company at the Special Stockholders
Meeting held on October 25, 1994.
Keith C. Rolfe, C.A. (retired) has been a volunteer consultant
with the Canadian Executive Service Organization, lay bencher for
the Law Society of Alberta and a director of the Earl Grey Golf
Club since his mandatory retirement from Deloitte & Touche in
1991. Mr. Rolfe worked as a Chartered Accountant most of his
career. From 1977 to 1991, he was a partner with Deloitte &
Touche Chartered Accountants. Mr. Rolfe was elected a Director
of the Company's Board in July, 1996.
All Directors of the Company hold office until the next annual
meeting of Shareholders or until their successors are elected and
shall qualify. Executive officers are elected annually by, and
serve at the discretion of the Board of Directors. There are no
arrangements or understandings between any of the Directors or
Officers or any other person (other than arrangements or
understandings with directors or officers acting as such)
pursuant to which any person was elected as a director or officer
of the Company.
Otto J. Buis and C. Al Buis are father and son. There are no
other family relationships among the executive officers of the
Company.
7. CERTAIN OTHER INFORMATION CONCERNING NOMINEES
In 1994, the Company retained the services of Buis & Co., a
private investment banking firm, to assist in arranging credit
facilities. C. Al Buis, a Nominee for Director of the Company is
President and majority owner of the firm. In January 1995, the
Company paid Buis & Co. $150,000 for the performance of such
services in connection with the Company's $15,000,000 Revolving
Credit/Term Agreement with Banque Paribas as Agent.
The Company subleases office space for its Fort Worth
headquarters from Buis & Co. As previously noted, Buis & Co. is
partially owned by C. Al Buis, a Nominee Director of the Company.
The Company reimbursed $22,300 for annual rental payments and
$12,428 for property taxes, telephone and utilities for 1995.
The rent paid for the Company's space was at the same rate per
square foot as that paid by Buis & Co. and is commensurate with
rental rates in the area.
Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Exchange Act requires directors and officers
of the Company, and persons who own more than 10% of the Common
Stock, to file with the SEC initial reports of ownership and
reports of changes in ownership of the Common Stock. Directors,
officers and more than 10% stockholders are required by the SEC
regulations to furnish the Company with copies of all Section 16
(a) forms they file.
To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and written
representations that no other reports were required, during the
year ended December 31, 1995, all Section 16(a) filing
requirements applicable to its directors, officers and more than
10% beneficial owners were complied with.
8. COMPENSATION OF EXECUTIVE OFFICERS, DIRECTORS AND EMPLOYEES
OF THE COMPANY
(a) Cash Compensation
The amounts paid to Officers whose cash compensation
exceeded $100,000 as at the fiscal year ended December 31, 1995:
Summary of Compensation
Annual Compensation
Name and Principal Position Year Salary All Other
Otto J. Buis 1995 $101,000 -
Chairman of the Board,
President, Chief Executive
Officer and Director
Patrick M. Montalban 1995 $80,700 $28,000 (1)
Executive Vice President
Chief Operating Officer
and Director
(1) The additional amounts paid to Patrick M. Montalban were for
four years of scheduled raises that had not been paid.
Directors who are not employees of the Company receive $200 per
day per meeting plus traveling and out-of-pocket expenses for
each Directors meeting attended.
9. APPOINTMENT OF AUDITORS
Based on the recommendation of the Audit Committee of the
Board of Directors of the Company, the Board of Directors
recommends ratification of the appointment of Deloitte & Touche
LLP, to audit the books, records and accounts of the Company and
its Subsidiaries for the fiscal year ending December 31, 1996.
Although it is not required to do so, the Board of Directors is
submitting the selection of auditors for ratification in order to
obtain the stockholders' approval of this appointment. If the
selection is not ratified, the Board of Directors will reconsider
the appointment.
Representatives of Deloitte & Touche LLP will be present at
the Meeting and will be given an opportunity to make a statement
regarding financial and accounting matters of the Company. They
will also respond to appropriate questions from the Company's
Shareholders.
10. SHAREHOLDERS' PROPOSALS - OTHER MATTERS
Under United States Federal securities laws, any appropriate
proposal submitted by a Shareholder of the Company and intended
to be presented at the 1997 Annual General Meeting of
Shareholders will have to be received by the Company by December
31, 1996, to be included in the Company's Proxy Statement-
Information Circular and related Proxy for the next Annual
General Meeting.
11. ANNUAL REPORT TO SHAREHOLDERS
A copy of the Company's Annual Report of the Directors to
Shareholders for the fiscal period ended December 31, 1995 was
sent to all Shareholders in April of 1996. No part of such
Annual Report is incorporated herein and no part thereof is to be
considered proxy soliciting material.
FORM 10-KSB 1995 and FORMS 10-QSB
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE
PROXY IS BEING SOLICITED, UPON WRITTEN REQUEST OF ANY SUCH
PERSON, A COPY OF FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER
31, 1995 OR FORMS 10-QSB FOR THE QUARTERS ENDED MARCH 31, 1996
AND JUNE 30, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL
STATEMENT SCHEDULE THERETO. THE COMPANY WILL FURNISH TO ANY SUCH
PERSON ANY EXHIBIT DESCRIBED IN THE LIST ACCOMPANYING THE FORM 10-
KSB AND/OR FORM 10-QSB UPON THE PAYMENT IN ADVANCE OF REASONABLE
FEES RELATED TO THE COMPANY'S FURNISHING SUCH EXHIBIT(S).
REQUESTS FOR COPIES OF SUCH REPORTS AND/OR EXHIBITS(S) SHOULD BE
DIRECTED TO THE SECRETARY OF THE COMPANY AT THE COMPANY'S
PRINCIPAL ADDRESS. ANY SHAREHOLDER WHO HAS LOST THE ANNUAL
REPORT OR OTHER PERIODIC REPORTS MAY OBTAIN REPLACEMENT COPIES BY
WRITING TO THE COMPANY AT 500 MAIN STREET, SUITE 210, FORT WORTH,
TEXAS 76102 OR TELEPHONING (817) 877-3151 AND ASKING FOR A
REPLACEMENT COPY TO BE FORWARDED TO HIM/HER.
Dated at Fort Worth, Texas, this 27th day of August, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
Otto J. Buis
Chairman of the Board
President and
Chief Executive Officer
APPENDIX: INSTRUMENT OF PROXY
MSR Exploration Ltd.
500 Main Street, Suite 210
Fort Worth, Texas 76102
INSTRUMENT OF PROXY
This Proxy for the 1996 Annual General Meeting
is Solicited on Behalf of the Company
The Undersigned, being a Shareholder of MSR EXPLORATION
LTD., hereby appoints Otto J. Buis, the Chairman of the Board of
Directors, President and Chief Executive Officer, or failing him,
Bruce D. Hirsche, Secretary of the Company, or failing him,
_____________________________ as the Undersigned's Proxy, to
vote for the Undersigned at the Annual General Meeting of the
Company, to be held on the 27th day of September, 1996 and at any
adjournment thereof and to vote the shares in the capital stock
of the Company registered in the name of the Undersigned with
respect to the matters set forth in Items 1 through 3 inclusive,
as follows:
1. For all nominees listed as follows: Otto J. Buis, C. Al
Buis, Robert McClinton, Patrick M. Montalban, Steven M.
Morris and Keith C. Rolfe.
__________FOR ALL THE __________WITHHOLD AUTHORITY TO
VOTE
NOMINEES FOR ALL NOMINEES LISTED
ABOVE
LISTED ABOVE
INSTRUCTION relating to 1.: To withhold authority to vote
for any individual nominee, place
an "x" on the line next to the nominee's name below:
Otto J. Buis_____ C. Al Buis_____ Robert McClinton_____
Patrick M. Montalban_____ Steven M. Morris_____ Keith C. Rolfe_____
2. To ratify the appointment of Deloitte & Touche, LLP as
Auditors for the Company.
_______FOR _______AGAINST _______ABSTAIN
3. To transact such other business as may properly be brought
before the Meeting, or any adjournment thereof, without
notice.
The Undersigned hereby revokes any Proxy previously given.
WITNESS my hand this ________day of ___________________, 1996.
_______________________________________
_______________________________________
(Name of Shareholder - Please Print)
(Shareholder's Signature)
Address:________________________________
_______________________________________
_______________________________________
NOTES AS TO INSTRUMENT OF PROXY
_________________________________________________________________
1. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON ITEMS 1
and 2 AS THE SHAREHOLDER MAY HAVE SPECIFIED BY MARKING AN "X" IN
THE SPACES PROVIDED FOR THAT PURPOSE. IF NO CHOICE IS SPECIFIED,
THE SHARES WILL BE VOTED AS IF THE SHAREHOLDER HAD SPECIFIED AN
AFFIRMATIVE VOTE.
2. IF THE SHAREHOLDER DOES NOT WANT TO APPOINT THE PERSON NAMED
IN THE INSTRUMENT OF PROXY, HE/SHE SHOULD STRIKE OUT SUCH NAME
AND INSERT IN THE BLANK SPACE PROVIDED, THE NAME OF THE PERSON
HE/SHE WISHES TO ACT AS HIS/HER PROXY. SUCH OTHER PERSON NEED
NOT BE A SHAREHOLDER OF THE COMPANY.
3. THE INSTRUMENT OF PROXY WILL NOT BE VALID UNLESS IT IS DATED
AND SIGNED BY THE SHAREHOLDER OR BY HIS ATTORNEY DULY AUTHORIZED
BY HIM IN WRITING, OR, IN THE CASE OF A CORPORATION, IS EXECUTED
UNDER ITS CORPORATE SEAL OR BY AN OFFICER OR OFFICIALS OR
ATTORNEY FOR THE COMPANY DULY AUTHORIZED.
4. THE INSTRUMENT OF PROXY TO BE EFFECTIVE MUST BE RETURNED TO
THE COMPANY AT 500 MAIN STREET, SUITE 210, FORT WORTH, TEXAS,
76102 SO THAT IT CAN BE DEPOSITED WITH THE REGISTRAR AND TRANSFER
AGENT, THE R-M TRUST COMPANY LIMITED, 1177 WEST HASTING STREET,
MALL LEVEL, VANCOUVER, BRITISH COLUMBIA, V6E 2K3, AT LEAST 48
HOURS BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.
5. THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY.
6. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR
WITHHELD FROM VOTING IN ACCORDANCE WITH THE INSTRUCTIONS OF THE
SHAREHOLDER ON ANY BALLOT THAT MAY BE CALLED FOR. IF THE
SHAREHOLDER SPECIFIES A CHOICE WITH RESPECT TO ANY MATTER TO BE
ACTED ON, THE SHARES WILL BE VOTED ACCORDINGLY. IF THE
SHAREHOLDER FAILS TO SPECIFY THE CHOICE WITH RESPECT TO ANY
MATTER LISTED ABOVE TO BE ACTED UPON, THE SHARES SHALL BE VOTED
IN FAVOR OR FOR THE RESOLUTION. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE PERSONS NAMED HEREIN WITH RESPECT
TO AMENDMENTS OR VARIATIONS TO THE MATTERS IDENTIFIED IN THE
NOTICE OF MEETING AND WITH RESPECT TO SUCH OTHER MATTERS WHICH
MAY PROPERLY COME BEFORE THE MEETING. AS OF AUGUST 26, 1996, THE
TIME OF PRINTING THE PROXY STATEMENT - INFORMATION CIRCULAR,
MANAGEMENT OF THE COMPANY KNOWS OF NO SUCH AMENDMENTS, VARIATIONS
OR OTHER MATTERS TO COME BEFORE THE MEETING OTHER THAN THE
MATTERS REFERRED TO IN THE NOTICE OF MEETING.
THIS FORM SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING AND PROXY STATEMENT-INFORMATION
CIRCULAR.
