SCHEDULE C INFORMATION
Information Statement Pursuant to Section 14(c) of
The Securities Exchange Act of 1934 (Amendment No.)
Check the appropriate box:
/ / Preliminary, Information Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d) (2))
/ / Definitive Information Statement
PANTHER RESOURCES LTD.
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(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
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/ / Fee computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by the 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:
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PANTHER RESOURCES LTD.
1111 West Hastings Street, Suite 211
Vancouver, British Columbia, Canada V6E 2J3
NOTICE OF ACTION TO BE TAKEN BY SHAREHOLDERS
October 6, 1998
To: The Shareholders of Panther Resources Ltd.
Jupiter Consultants, Inc., Micro-America, Inc., Sandy Coastline
Investments Ltd. and Mandarin Enterprises Inc. (collectively, the "Majority
Shareholders") are the holders of a total of 25,253,000 shares or
approximately 53% of the issued and outstanding stock of Panther Resources
Ltd., a Nevada corporation (the "Company"). The Majority Shareholders intend
to adopt the following resolutions by written consent in lieu of a meeting
pursuant to Section 242 (a)(1) of the General Corporation Law of the State
of Nevada.
1. To elect Directors.
2. To ratify the stock options and restricted stock awards granted pursuant to
the 1998 Stock Option Plan.
3. To approve and ratify the reservation of 3,750,000 shares for issuance as
stock options and restricted stock awards pursuant to the 1999 Stock Option
Plan as attached hereto.
4. To authorize the Directors to effect a reverse split of the issued and
outstanding shares of the Company on a ratio of up to 1:6 at their
discretion.
5. To authorize the Directors to initiate a buy-back program for Panther
Resources Ltd.
of up to 20% its own issued and outstanding securities.
6. To authorize the Directors to declare a dividend at its discretion.
Katharine Johnston, Secretary
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WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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PANTHER RESOURCES LTD.
1111 West Hastings Street, Suite 211
Vancouver, British Columbia, Canada V6E 2J3
October 6, 1998
SHAREHOLDERS ACTION
The Majority Shareholders will submit their consents to the shareholder
resolutions described in this Information Circular on or after October 6,
1998, to be effective as of October 6, 1998. As of October 6, 1998, the
Majority Shareholders held of record 25,253,000 shares of the Company's common
and the voting rights attached to the series "A" preferred stock, or
approximately 53% of the issued and outstanding common stock of the Company.
The remaining outstanding shares of the Company are held by several
hundred other shareholders.
The Majority Shareholders consist of companies owned or controlled by the Chief
Executive Officer and Chairman of the Board, Gordon Muir, the President and a
Director, Penny Perfect and the Vice-President and a Director, Katharine
Johnston.
Holders of the common stock of record as of October 6, 1998 are entitled to
submit either consent to the shareholder resolutions described in this
Information Statement, although no shareholder consents other than that of the
Majority Shareholders are required to be submitted in order for the resolution
to be adopted. The Company is not soliciting consents or proxies and
shareholders have no obligation to submit either of them. Whether or not
shareholders submit consents should not affect their rights as shareholders
or the prospects of the proposed shareholder resolutions being adopted.
The Majority Shareholders will consent to all of the shareholder resolutions
described in this Information Circular. Other shareholders who desire to
submit their consents must do so by October 16, 1998, and once submitted
will not be revocable. The affirmative vote of the holders of a majority
of the outstanding common stock of the Company is required to adopt the
resolutions described in this Information Statement. Nevada law does not
require that the proposed transaction be approved by a majority of the
disinterested shareholders. A total of 47,512,100 shares of common stock
comprising 37,512,100 common shares and 10,000,000 voting rights as per
the terms of the Class "A" preferred shares will be entitled to vote on the
Company's proposed transactions described in this Information Statement.
THE COMPANY AND THE TRANSACTION
The Company is registered in the State of Nevada and has executive offices at
Suite 211 - 1111 West Hastings Street, Vancouver, British Columbia, Canada,
V6E 2J3, and its telephone number is (604) 988-5974. As described in the
accompanying Notice of Action to be Taken by the Shareholders, the Company
proposes:
1. To elect Directors.
2. To ratify the stock options and restricted stock awards granted pursuant
to the 1998 Stock Option Plan.
3. To approve and ratify the reservation of 3,750,000 shares for issuance as
stock options and restricted stock awards pursuant to the 1999 Stock Option
Plan as attached hereto.
4. To authorize the Directors to effect a reverse split of the issued and
outstanding shares of the Company on a ratio of up to 1:6.
5. To authorize the Directors to initiate a buy-back program for Panther
Resources Ltd. of up to 20% its own issued and outstanding securities.
6. To authorize the Directors to declare a dividend at its discretion.
The Board of Directors of the Company voted in approval all of the above noted
matters.
Additional information regarding the Company, its business, its stock, and its
financial condition are included in the Company's Form 10-K annual reports and
its Form 10-Q quarterly reports.
ELECTION OF DIRECTORS
The Board of Directors is divided into three levels as follows:
LEVEL 1 - Full time working executive
LEVEL 2 - Part time working executive
LEVEL 3 - Non-employee Directors
The company intends to elect the Directors as follows:
LEVEL 1 DIRECTORS - GORDON MUIR, PENNY PERFECT and KATHARINE JOHNSTON for a term
of three years.
LEVEL 2 DIRECTORS - VICTOR D. CARDENAS for a term of two years.
LEVEL 3 DIRECTORS - F. BRYSON FARRILL, ROBERT NEEDHAM and LESLIE B. MAURO for a
term of one year.
Name, Age and Other Principal Occupations of Employment
Positions Held with the company Occupation for the Past Five Years
GORDON J. MUIR President/Director of Golden Panther
Chief Executive Officer Resources Ltd.;President/Director of PT
Chairman of the Board Golden Panther Resources; President/Director
of PT Golden Panther Resources;
Age: 45 Secretary/Director of Panther Group Ltd.;
President/Director of Golden Panther Investments
Ltd From 1994 - 1997 Director Term of Office:
3 years and later Chief Executive Officer
of Urban Resource Technologies Inc.; Prior to
1994 Self Employed Investor.
PENNY PERFECT Director of Golden Panther Resources Ltd.
President President/Director of Panther Group Ltd.
Vice-Chairman of Director of Golden Panther Investments Ltd.;
The Board From 1996-1997 Director and later President of
Age:45 Urban Resource Technologies Inc.; Prior to 1994
Owner of Worldwide Investor Network Corp.,
a firm specializing in corporate finance,
investment banking and venture capital
financing.
KATHARINE JOHNSTON Director of Golden Panther Resources Ltd.
Executive Vice-President Secretary of Panther Group Ltd.; From Legal &
Age:44 Finance
November, 1996 to August, 1997 Director and
Vice-President of Urban Resource Technologies
Inc.; From 1987 to 1997 President of Keremy
Mngt. Services Ltd., a private company providing
Freelance Legal Assistant Services and
Administration of public companies.
VICTOR CARDENAS Electronic Engineer with a specialty in
Age:47 computer Science;
Self-employed Investor
F. BRYSON FARRILL Financial Consultant; Director of Divine
Chief Investment Officer Entertainment Corp. 1994 to date; Director
Age: 62 of Solar Pharmaceutical Ltd. 1997 to date;
Director of Futurelink Distribution Corp.
1998 to date
ROBERT NEEDHAM Principal of Needham & Associates -
Age: 69 Mining Management Consultants;
1992 - 1994 Managing Director and CEO
Mineral Resources Development Company;
1994 - present Chairman and CEO, Tri-Star
Gold, Inc. and Managing Director of
Minesupplies Limited Ghana;
1995 - present Director, International
Tournigan Corporation Inc., Canada
1995 - present Director of Diversified
Minerals Resources, Australia
LESLIE B. MAURO Principal of Gala Productions Ltd.;
Age: 42 Consulting services in event production;
media public relations, communications
Specializing in the Mining Industry;
1994 to date
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth as of October 6th, 1998 the security ownership
of each director and officer of the Company, and the directors and officers of
the Company as a group, including common stock and Class "A" preferred
convertible to common stock.
<TABLE>
<CAPTION>
Name & Address of Number of Shares
Beneficial Owner Beneficially Owned Percentage of Ownership
<S> <C> <C>
Gordon Muir 11,959,000 25%
Vancouver, B.C.
Penny Perfect 11,959,000 25%
Vancouver, B.C.
Katharine Johnston 1,335,000 3%
Vancouver, B.C.
The other Directors own
as a Group less than 1% of
the issued and outstanding
shares of the company.
All officers and directors
As a group 25,435,000 53.5%
</TABLE>
APPROVAL OF STOCK OPTIONS
The Company intends to ratify the stock options and restricted stock awards
granted pursuant to the 1998 stock option plan.
The Company further intends to approve and ratify the reservation of 3,750,000
shares for issuance as stock options and restricted stock awards pursuant to
the 1999 Stock Option Plan.
BUY BACK PROGRAM FOR ISSUED AND OUTSTANDING COMMON SHARES
The Company intends to authorize the Directors of the Company to initiate a
buy back program of up to 20% of the issued and outstanding shares of the
Company.
DECLARE A DIVIDEND
The company intends to authorize the Board of Directors to declare a dividend
comprising silver, shares of subsidiaries or any combination as the Directors
may see fit.
REVERSE SPLIT OF COMMON SHARES
The company intends to authorize the Board of Directors to consider and
implement up to a 1:6 reverse split of the issued and outstanding common shares
of the Company.
SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES
Any proposal that a shareholder intends to present at the Company's 1998 Annual
Meeting schedules for November 23, 1998 must be received at the Company's
principal executive offices not later than October 30, 1998. Any such proposal
must comply with Rule 14a-8 of Regulation 14A of the proxy rules of the
Securities and Exchange Commission. Shareholder proposals should be addressed
to the Secretary of the Company. Nominations for directors to be elected at the
1998 Annual General Meeting, other than those made by the Board of Directors,
must be submitted to the Secretary of the Company no later than October 30,
1998. The nomination should include the full name of the nominee and a
description of the nominee's background in compliance with Regulation S-8
of the reporting rules of the Securities and Exchange Commission.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter other than
those described in this Information Statement is to be presented for the
consent of the shareholders.
