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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
CENTURION MINES CORPORATION
(Name of Registrant as Specified in Its Charter)
____________________________
(Name of Person Filing Proxy Statement)
Payment of Filing Fee
(Check the appropriate box):
[X] $125 per Exchange Act Rules
0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(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: ____
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: [N/A]
2. Form Schedule or Registration
Statement No.: [N/A]
3. Filing Party: [N/A]
4. Date Filed: [N/A]
[END OF SCHEDULE 14A]
CENTURION MINES CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 2, 1996
To the Shareholders:
Notice is hereby given that the 1996 Annual Meeting of
Shareholders of Centurion Mines Corporation (the 'Company')
will be held at 1:00 p.m. MDT on Thursday, May 2, 1996,
at 331 South Rio Grande Street, Suite 201, Salt Lake City,
Utah. The following matters are on the agenda for the
meeting:
1. To Elect Directors;
2. To ratify the appointment of Jones, Jensen & Company,
CPA's, as independent auditors for the current fiscal
year;
3. To approve an amendment to the 1991 Stock Option and
Stock Award Plan, as amended, to allow for the
administration of one million additional shares under
such plan; and
4. To transact any other business that may properly come
before the meeting or any adjournment or postponement.
The Directors have fixed the close of business on March 8,
1996, as the record date for the determination of
shareholders entitled to notice of and to vote at the
meeting or any adjournment or postponement thereof.
A complete list of such shareholders will be available
at the corporate office of the Company during normal
business hours and shall be open to the examination
of any such shareholder for any purpose relevant to
the Meeting.
A record of the Company's activities during 1995 and
financial statements for the fiscal year ended September
30, 1995, are contained in the Company's 1995 Annual Report.
The 1995 Annual Report, which accompanies this notice,
does not form any part of the material for solicitation of
proxies.
You are cordially invited to attend the Meeting. Any
Shareholder who does not expect to attend the Meeting in
person is requested to complete, date, and sign the
enclosed form of Proxy and return it promptly to Centurion
Mines Corporation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Spenst Hansen
_________________________________________
Spenst Hansen
Chairman of the Board of Directors,
President, and Chief Executive Officer
Salt Lake City, Utah
March 28, 1996
YOUR VOTE IS IMPORTANT TO CENTURION. EVEN IF YOU EXPECT
TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO COMPLETE,
DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENVELOPE PROVIDED. COMPLETING THE ENCLOSED PROXY
WILL NOT PREVENT YOU FROM VOTING YOUR SHARES IN PERSON IF
YOU DO ATTEND THE MEETING.
[END OF PROXY NOTICE]
(This proxy solicitation is on behalf
of the Board of Directors)
[COMPANY LOGO]
CENTURION MINES CORPORATION
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 1996
INFORMATION CONCERNING SOLICITATION AND VOTING
DATE, TIME, AND PLACE
The enclosed proxy is solicited on behalf of Centurion
Mines Corporation ('Centurion' or the 'Company') for use
at the Annual Meeting of Shareholders ('Annual Meeting'
or 'Meeting') to be held Thursday, May 2, 1996, at 1:00
p.m. MDT at 331 South Rio Grande Street, Suite 201, Salt
Lake City, Utah. The purposes for the Annual Meeting are set
forth in the preceding notice of meeting. These proxy
solicitation documents, together with the 1995 Annual
Report to Shareholders, were mailed on or about March 28,
1996.
VOTING SECURITIES, RECORD DATE, AND PRINCIPAL
STOCKHOLDERS
The only voting security of the Company is its Common
Stock, par value $0.01 per share ('Common Stock'). Only
holders of record of Common Stock at the close of business
on March 8, 1996, the Record Date for the meeting, are
entitled to notice of and to vote at the meeting. On the
Record Date, there were 24,405,671 shares of Common
Stock outstanding and entitled to be voted at the meeting.
A majority of such shares, present in person or represented
by proxy, is required to constitute a quorum. Each share of
Common Stock is entitled to one vote on each proposal. All
voting is non-cumulative.
Information with respect to the principal holders of the
voting securities is furnished in the section entitled
'Security Ownership of Certain Beneficial Owners and
Management,' below. The closing average price of the
Company's Common Stock on the Nasdaq SmallCap Market on the
Record Date was $1.50 per share.
REVOCABILITY OF PROXY
Any shareholder who returns a proxy may revoke it before
the proxy is exercised by filing a written statement to
that effect with the Company Secretary, and either
appearing in person and voting at the Meeting, or returning
a duly executed proxy bearing a later date.
DISSENTERS' RIGHT OF APPRAISAL
In accordance with both the Company's governing rules
and Utah state law, certain corporate actions, generally,
may create shareholders' rights of dissent and
entitlement to payment of the fair market value of shares
held. However, none of the proposals at the Annual Meeting
creates such shareholder dissenters' rights.
THE SOLICITATION
The Company is making this solicitation of proxies and has
been and will be bearing the direct and indirect costs
of solicitation. Certain directors, officers, and employees
of the Company may also solicit proxies in person or by
mail, telephone or facsimile without special compensation
for their services. Arrangements have been made with
brokerage firms and other nominee holders to mail
solicitation material to the beneficial owners of Common
Stock held of record by them. Centurion has agreed
to pay reasonable out-of-pocket expenses incurred in
mailing solicitation material to beneficial owners.
-1-
PROXY CARDS. The enclosed Proxy Card serves to appoint
proxies for record holders of the Company's Common Stock.
Shares represented by a Proxy delivered to the Company
and not revoked will be voted at the meeting in accordance
with the markings and instructions on the Proxy Card.
IF NO MARKINGS OR INSTRUCTIONS ARE INDICATED ON THE PROXY
CARD, IT WILL BE VOTED AS FOLLOWS: IN FAVOR OF ELECTING
ALL DIRECTORS NAMED IN THE PROXY; IN FAVOR OF APPOINTING
JONES, JENSEN & COMPANY AS INDEPENDENT AUDITORS; IN FAVOR
OF AUTHORIZING ONE MILLION ADDITIONAL SHARES UNDER THE 1991
STOCK OPTION AND AWARD PLAN; AND IN FAVOR OF ALL OTHER
PROPOSALS PROPERLY BEFORE THE MEETING.
VOTING PROCEDURES AND TABULATION
The Company will appoint one or more inspectors of election
to act at the Meeting and report the results. Prior to
the meeting, each inspector will sign an oath to perform
his duties in an impartial manner and according to the best
of his ability. Inspectors will ascertain the number of
shares outstanding and the voting power of each, 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. Inspectors
will tabulate the number of votes cast for or withheld
in the election of directors, and the number of votes cast
for or against all other proposals, including abstentions
and other non-votes.
The required quorum necessary to transact business at the
meeting is a majority of the issued Common Stock outstanding
on the Record Date. If a quorum is present, a plurality
of the votes cast for directors will determine the
directors elected and the approval of each proposal at the
Meeting requires the affirmative vote of a majority of the
Common Stock actually voted on such proposal. Abstentions
and broker non-votes will be counted to determine if a
quorum is present but will not otherwise affect the voting
on any proposal.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
The Company is not aware of any person who has been a
director or executive officer of the Company at any time
since October 1, 1994, who has had any substantial interest,
direct or indirect, in the matters proposed to be acted upon
at the Annual Meeting in which such person receives any
extra or special benefit not shared on a pro rata basis
by all other holders of Common Stock.
PROPOSAL ONE
ELECTION OF DIRECTORS
INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES.
A Board of four directors is to be elected at the Meeting.
The four nominees are the present directors, all of whom
are standing for re-election. No director nominee has
declined the nomination or is unable or unfit to serve.
Under the Articles of Incorporation, the Company must
have a minimum of three and a maximum of nine directors.
Each director serves until the next annual shareholders
meeting or until a successor is duly elected.
<PAGE>
<TABLE>
<CAPTION>
The following table sets forth information about
the nominees.
NAME AGE POSITION(S) HELD DIRECTOR SINCE
<S> <C> <C> <C>
Spenst Hansen 61 Director, CEO November 1984
and President
Orson Mabey, III 32 Director, February 1990
Vice President
J.D.H. Morgan 57 Director April 1991
Mark D. Dotson 38 Director April 1995
/TABLE
<PAGE>
-2-
There are no family relationships among any directors or
officers of the Company.
SPENST HANSEN, PH.D., has been principally employed by
Centurion since November of 1984. Mr. Hansen currently
serves as the Chief Executive Officer, President, Director,
and Chairman of the Board of Directors. Mr. Hansen has
worked on mining projects in the western United States for
more than 22 years, and has been directly involved with
Centurion's Tintic District mining properties since 1979.
From 1982 to 1989, he also conducted an independent geo-
physical and geologic contracting business as a sole
proprietorship under the name Axis Geophysics Company.
Mr. Hansen still retains ownership of this company.
Mr. Hansen was awarded the Ph.D. Degree in geology from
the University of Missouri, Columbia, Missouri; a Masters
Degree in mining engineering from the Missouri School of
Mines, Rolla, Missouri; and a Bachelor of Science Degree
in geological engineering from the University of Utah,
Salt Lake City, Utah. Mr. Hansen is a registered
professional geologist in California (#2067) and Idaho (#38).
Mr. Hansen also serves as a Director of Royal Silver Mines,
Inc. (formerly Royal Silver Mines, Inc.), Centurion
Exploration, Inc., Dotson Exploration Company, and
Keystone Surveys, Inc.
ORSON MABEY, III is a Senior Trading Analyst developing
commercial trading applications for Tosco Corporation, the
largest independent petroleum refiner on the eastern coast
of the United States. From 1987 to 1993, Mr. Mabey was
employed by Amerada Hess Corporation as Senior Trading
Analyst. Mr. Mabey earned a Masters degree in
international management in August of 1987 from the
American Graduate School of International Management in
Glendale, Arizona, and a Bachelor of Arts degree in Finance
from the University of Utah, Salt Lake City, Utah, in June
of 1986.
J.D.H. (DAVID) MORGAN has been principally employed by
Lehman Brothers during the last five years. Mr. Morgan has
worked in the metals industry for over 25 years. He holds
an engineering degree from Cambridge University and a
Masters degree in mineral processing from the Royal
School of Mines, London University. He is a Chartered
Engineer and a member of the Institution of Mining and
Metallurgy. For the past ten years, Mr. Morgan has
been a securities analyst specializing in mining equities
covering North America and most of the world's other main
mining markets. He is a member of the International
Stock Exchange, London, and the Institute of Investment
Management and Research. From 1985 to 1994, he was a
Director of Equity Research with Lehman Brothers
International. Currently, he is an independent mining
share specialist based in London and a consultant to
Rodman & Renshaw, Inc. in Chicago.
MARK D. DOTSON has been principally employed as President,
Chief Executive Officer, and member of the Board of
Directors of Dotson Exploration Company, a wholly-owned
subsidiary of Centurion, at Milford, Utah. He has served
in those positions and has been the Exploration Manager for
Dotson Exploration Company since 1988. In addition to
that employment, Mr. Dotson also has been the Manager of
West Hills Excavating, L.L.C., and a member of its Board
of Directors since February 1994. Mr. Dotson also serves
as a city councilman for the City of Milford in Utah.
Mr. Dotson is a prospector and self-taught geologist with
many years of geologic experience in the field and numerous
years of business experience in the corporate realm. In
addition to his own and other training, Mr. Dotson also has
taken field extension courses in geology from various univer-
sities.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
'FOR' THE ELECTION OF THE FOUR DIRECTOR NOMINEES NAMED
ABOVE.
BOARD MEETINGS. The Board of Directors held three formal
meetings during the fiscal year ended September 30, 1995,
attended by all directors in person or by telephone. All
other Board business and corporate actions were undertaken
by unanimous consent resolutions without a meeting.
STANDING AUDIT, NOMINATING, COMPENSATION, AND SIMILAR
COMMITTEES. The Company does not have standing audit, nomi-
nating or compensation committees of the Board of Directors,
or other committees performing similar functions.
DIRECTOR LIABILITY LIMITATION. At the April 19, 1991,
annual shareholders meeting, the shareholders approved
an amendment to Centurion's Articles of Incorporation,
limiting the personal liability of directors to the Company
and its shareholders, to the extent allowed by Utah law.
In effect, the shareholders approved the adoption of
statutory provisions which permit a Utah corporation to
eliminate the personal liability of directors for monetary
damages for breach of fiduciary duty.
-3-
COMPENSATION OF DIRECTORS. There are no contractual
arrangements with any member of the Board of Directors.
Directors receive for their services a retainer fee
payable in shares of the Company's Common Stock, currently
at the rate of 5,000 shares earned per quarter of
completed service. During the year ended September
30, 1995, 70,000 shares were earned, of which 20,000 were
issued during fiscal 1995. In October 1995, an additional
40,000 shares were issued for fiscal 1995 service. The
remaining 10,000 shares earned for fiscal 1995 service
have not been issued as of the date of this filing.
As additional compensation, Directors may receive two
forms of options, 'at-the-money' and 'out-of-the-money'.
The at-the-money options were granted May 27, 1993 and June
4, 1995 and are more fully described in footnotes 2 and 3 to
the Summary Compensation Table' below. Contemporaneously
with those grants to Directors, options with identical terms
were also granted to the CEO and a key consultant of the
Company, vesting at a rate of 20,000 and 10,000 per
quarter, respectively. In sum, at-the-money options to
purchase a total of 560,000 shares were authorized under
each of the two grants. To date, 235,000 options have
been exercised.
The Directors were granted out-of-the-money options on
October 6, 1995 with the following terms. Each Director
is authorized to receive options to purchase up to 250,000
shares of Common Stock at an exercise price of $2.25 per
share, set at fifty percent above the closing price of $1.50
on the grant date. These options, however, vest only in the
event that within one year of the grant date the Company's
stock maintains an average price above $2.00 per share for
30 or more trading days. Once vested, these options
are exercisable until October 5, 2000. Out-of-the-money
options with identical terms were also granted to the CEO
and an executive officer of the Company, to purchase up to
500,000 and 250,000 shares of the Company's Common
Stock, respectively. In sum, the Company has granted
out-of-the-money options in an amount authorized to
purchase a total of 1,750,000 shares. None have vested to
date and it is uncertain whether vesting will occur at all.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
There have been no disagreements during the three
fiscal years ended September 30, 1993, 1994 and 1995,
or at any other time with the Company's present or former
independent public accountants. Subsequent to the end of
fiscal 1994, Centurion made a change in the engagement of
its principal independent accountant to audit its financial
statements. By approval of Centurion's Board of Directors,
the former principal independent accountant, Arthur
Andersen LLP ('Arthur Andersen'), was dismissed effective
November 3, 1994. The change was not due to any
disagreement between Centurion and Arthur Andersen, or
any information that would have led Arthur Andersen to
resign or decline to stand for re-appointment.
Arthur Andersen's report on the financial statements for
the fiscal years ended September 30, 1992, and 1993,
respectively, did not contain an adverse opinion or a
disclaimer of opinion, nor was either report qualified
as to uncertainty, audit scope, or accounting principles,
except for an explanatory paragraph with respect to
Centurion's investment in mineral properties being
realizable. During fiscal 1993 and 1994, and the portion
of fiscal 1995 that preceded the dismissal:
(1) Centurion had no disagreements with Arthur
Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing
scope or procedure;
(2) Arthur Andersen did not advise Centurion
that the internal controls necessary for Centurion
to develop financial statements were not in existence;
-4-
(3) Arthur Andersen did not advise Centurion of
any information leading Arthur Andersen to be unable to
rely on management's representations, or unwilling to
be associated with the financial statements prepared
by management;
(4) Arthur Andersen did not advise Centurion of
any need to significantly expand the scope of its audit,
or of any information that may or would (i) materially
affect the fairness or reliability of, or prevent it
from rendering an unqualified opinion regarding any
of its audit reports or any of the underlying financial
statements, or (ii) cause Arthur Andersen to be unwilling
to rely on management's representations or be associated
with Centurion's financial statements; and
(5) Arthur Andersen did not, as a result of its
dismissal, expand its audit or conduct any investigation
of information that came to its attention of the type
referred to above in subparagraph (4), or have any issues
that were unresolved to its satisfaction prior to
dismissal.
Centurion provided Arthur Andersen with a copy of the
above disclosures in a timely manner. Centurion then
requested, and Arthur Andersen provided, a letter
addressed to the Commission stating Arthur Andersen's
agreements with these disclosures by Centurion. A copy
of such letter is attached as Exhibit 16.1 to Centurion's
Form 8-K, Current Report of November 3, 1994, on file with
the Securities and Exchange Commission, and incorporated
herein by reference.
By approval of the Board of Directors, Centurion
subsequently engaged the services of the accounting
firm of Jones, Jensen & Company ('Jones Jensen'),
effective November 3, 1994. During fiscal 1993 and
1994, and the portion of fiscal 1995 that preceded
such engagement:
(1) Neither Centurion nor any person or entity
acting on its behalf has consulted such accountant
regarding the application of accounting principles to
any specified transaction, or the type of audit opinion
that might be rendered on Centurion's financial state-
ments, or any matter characterized as a 'disagreement'
or 'reportable event' (as defined by Regulation S-K,
Item 304(a)(1)(iv) and (v)); and
(2) Jones Jensen did not provide Centurion with
either a written report or oral advice containing any
conclusions by Jones Jensen of any important factors
considered by Centurion in reaching a decision as to
any accounting, auditing, or financial reporting issues.
Jones Jensen has audited the consolidated balance sheets
of Centurion and subsidiaries as of September 30, 1995,
1994 and 1993, and the related consolidated statements
of operations, shareholders' equity and cash flows for
each of the last three fiscal years. It is expected
that representatives of Jones Jensen will be present
at the Annual Meeting. They will have the opportunity
to make a statement and are expected to be available to
respond to questions at the Annual Meeting. Although
the appointment of independent public accountants is
not required to be approved by the shareholders,
Centurion's management believes shareholders should
have the opportunity to participate in this selection
by voting to ratify the appointment for the current
fiscal year.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
'FOR' THE RATIFICATION OF THE APPOINTMENT OF JONES,
JENSEN & COMPANY AS CENTURION'S INDEPENDENT ACCOUNTANTS.
PROPOSAL THREE
AMENDMENT TO STOCK OPTION AND AWARD PLAN
At the 1991 Annual Meeting, the shareholders approved the
Company's Stock Option and Stock Award Plan ('the Plan')
as set forth in the 1991 proxy statement. The purpose of
the Plan is to enable Centurion to attract and retain
experienced and able directors, officers, and employees.
The Plan provides incentives to directors, officers and
employees to extend their best efforts for Centurion
and its shareholders. Under the Plan, the Board of
Directors may grant incentive stock options or stock
-5-
awards only to eligible directors, officers, employees,
or other persons who make significant contributions
to the continued well-being and successful operation
of the Company. At the 1991 Annual Meeting, the
shareholders also approved issuance of 500,000 shares of
stock to be administered under the Plan. Centurion
filed a Form S-8 registration statement on April 1, 1993
in connection with those shares.
At the Annual Meetings held May 27, 1993 and April 19,
1995 the shareholders approved amendments to the Plan
each authorizing an additional 500,000 shares of stock
to be administered under the Plan. The Company has filed
Form S-8 Registration Statements with respect to those
additional shares. As of March 8, 1996, 1,052,497
shares of Common Stock had been awarded and options
to acquire 325,000 shares of Common Stock had been
granted under the terms of the Plan. The purpose of
this proposal is to ensure the availability of shares
under the Plan to effectively maintain and develop
a cohesive management team, attract additional qualified
individuals, and reward contributions to the Company's
success. A summary of the Plan follows this Proxy
Statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' THE
AMENDMENT TO THE PLAN AUTHORIZING AN ADDITIONAL ONE
MILLION SHARES FOR ADMINISTRATION UNDER THE PLAN.
OTHER BUSINESS
The Company has not received any shareholder proposals
for this Annual Meeting. The Board of Directors knows
of no other business, other than that stated in this
proxy statement, to be presented for action at the
1996 Annual Meeting. If other business is properly
presented at the Meeting, however, which was not known,
or did not become known to the Board a reasonable time
before the solicitation, then the person designated in
the enclosed Proxy will vote, or refrain from voting,
in accordance with his best judgment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of March 8, 1996,
the beneficial ownership of Common Stock with respect
to: (1) All persons known to the Company to be the
beneficial owners of more than five percent of the
outstanding shares of Common Stock (the 'Principal
Shareholders'); (2) Each Director and Director nominee
of the Company; (3) Each Named Executive Officer
(as that term is defined in the section entitled
'Executive Compensation', below) who is listed in
the 'Summary Compensation Table', below, and (4) All
Directors and Executive Officers as a group.
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT. The following table sets forth as of March 8,
1996, the beneficial ownership of Common Stock with
respect to: (1) All persons known to the Company to be
the beneficial owners of more than five percent of
the outstanding shares of Common Stock (the 'Principal
Shareholders'); (2) Each Director and Director nominee
of the Company; (3) Each Named Executive Officer (as that
term is defined in the section entitled 'Executive
Compensation', below) who is listed in the 'Summary
Compensation Table', below, and (4) All Directors and
Executive Officers as a group.
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED<F1>
NO. OF SHARES PERCENT OF CLASS
------------- ----------------
1. NAME AND ADDRESS OF
PRINCIPAL SHAREHOLDER(S)
<S> <C> <C>
Spenst M. Hansen 4,611,562<F2> 19%
48 West 300 South
Suite 1401 North
Salt Lake City, UT 84101
2. DIRECTORS
Spenst M. Hansen 4,611,562<F2> 19%
Orson Mabey, III 213,333<F3> *
J.D.H. (David) Morgan 240,000<F4> *
Mark D. Dotson 110,000<F5> *
3. NAMED EXECUTIVE OFFICERS
(EXCLUDING ANY
DIRECTOR NAMED ABOVE)
None n/a n/a
4. ALL DIRECTORS AND
EXECUTIVE OFFICERS AS
A GROUP (7 PERSONS) 5,455,995 22%
_________________
-6-
<FN>
<F1> All shares are owned beneficially and of record, unless otherwise
noted. Percentages less than 1% are marked with an asterisk ( * ).
<F2> Includes 5,000 shares for Director fees that had vested but
had not been issued as of the date of this filing, and 30,000 options that
have or will vest as of the date of this filing..
<F3> Includes 120,000 options that have or will have vested with rights to
acquire the underlying shares within 60 days of this filing, of which 80,000
options may expire on March 31, 1996, subject to changes.
<F4> Includes 5,000 shares for Director fees that had vested but had not been
issued as of the date of this filing, and 120,000 options that have or will
have vested with rights to acquire the underlying shares within 60 days of
this filing, of which 80,000 options may expire on March 31, 1996, subject
to changes.
<F5> Includes 40,000 options that have or will have vested with rights to
acquire the underlying shares within 60 days of this filing.
</FN>
/TABLE
<PAGE>
LEGAL PROCEEDINGS. The Company is not aware of any
material pending legal proceedings to which any director,
director nominee, officer, affiliate, Principal
Shareholder (defined below), or associate is a party or
has a material interest that is adverse to the Company
or its properties.
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS. The following table sets forth the
name, age, position(s) held, and length of service for
each of Centurion's executive officers:
NAME AGE POSITIONS OFFICER SINCE
<S> <C> <C> <C>
Spenst Hansen 61 President and CEO March 1992
Orson Mabey, III 32 Vice President June 1993
Carlos M. Chavez 44 Secretary June 1994
Randy Sutherland 37 Asst. Secretary/
Treasurer August 1995
Howard M. Crosby 43 Pres., CEO and Chairman
of three subsidiaries February 1994
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE
ACT OF 1934. Section 16(a) of the Securities and Exchange
Act of 1934 requires officers, directors, and persons who
own more than ten percent of a registered class of a
company's equity securities to file initial reports of
beneficial ownership and to report changes in ownership of
a those securities with the Securities and Exchange
Commission and the National Association of Securities
Dealers. They are also required to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the
copies of Forms 3, 4, and 5 furnished to the Company or
written representations that no other transactions were
required, the Company has determined that the pertinent
Officers, Directors, and principal shareholders have
complied with all applicable Section 16(a) requirements
during fiscal 1995 except that Orson Mabey, III, filed
one late Form 4, Mark Dotson filed a late Form 5 reporting
three transactions that should have been reported previously
on two Forms 4's, Carlos Chavez filed a late Form 5
reporting exempt transactions, and Howard Crosby filed a
late Form 5 reporting two sets of transactions that
should have been reported previously on two Form 4's.
-7-
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION. The following table sets forth
the compensation paid by Centurion during each of the
last three fiscal years to its Chief Executive Officer,
and to the other four most highly compensated officers
and executive officers, but only if the total annual
salary and bonus of any such executive officer exceeded
$100,000 for Fiscal 1995 (the 'Named Executive Officer').
This information includes the dollar value of base
salaries, bonus awards and number of stock options
granted, and certain other compensation, if any.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Centurion
rents certain technical geological equipment and field
vehicles from Axis Geophysics Company (Axis), a sole
proprietorship operated by Spenst Hansen, an Officer,
Director, and principal shareholder of Centurion. Centurion
is billed approximately 25 percent less for this equipment
than prevailing rates for similar services in the industry.
Centurion paid Axis approximately $30,000, $24,000, and
$3,000 during the years ended September 30, 1995, 1994, and
1993, respectively. Although the transactions were not the
result of arm's length negotiations, they were unanimously
approved by the Board of Directors of Centurion and are
believed by management to be more favorable than could have
been obtained from unrelated third parties.
Keystone Surveys, Inc. ('Keystone'), a corporation owned by
Mr. Hansen, has in the past leased non-management personnel
to Centurion. Centurion was charged 123 percent of the
gross wages as payment in full of covered employees' wages
and Keystone's costs, including all employer paid federal,
state, and local taxes (approximately 16 percent of gross
wages), and administrative charges (approximately 7 percent).
Centurion paid Keystone approximately $10,800, $238,000, and
$121,000 during the years ended September 30, 1995, 1994,
and 1993, respectively. Keystone Surveys ceased leasing
personnel to Centurion in December 1994. This function was
taken over by Centurion Exploration, Inc.
During fiscal 1994, Spenst Hansen purchased surface rights
to approximately ten acres in Mammoth, Utah, from Mammoth
Mining Company for $10,000. This purchase included
existing buildings in varying degrees of disrepair and
was transacted to initiate preservation of the historical
significance of the buildings.
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------- ------------------- --------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Securi-
and Other Restric- ties Un - All
Princi- Annual ted der lying LTIP Other
pal Po- Compen- Stock Options/ Pay- Compen-
sition Year Salary Bonus sation Award(s) SAR's (#) outs($) sation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CEO
Spenst 1995 $36,000 $0 $0 $67,967<F1> 240,000<F2> $0 $0
Hansen 1994 $36,000 $0 $0 $53,500 $0 $0 $0
1993 $33,000 $0 $0 $37,975 240,000<F3> $0 $0
___________
<FN>
<F1> Column (f) represents the dollar value of all restricted awards of stock
received as part of non-cash compensation in lieu of Director and CEO fees that
Mr. Hansen earned during each of fiscal 1995, 1994, and 1993. The aggregate
number of his restricted stock award holdings at September 30, 1995 was 190,000
shares (including any awards reported in column (f) that are still subject to
restrictions), and their fair market value on that date was $296,400, based on
the closing price of $1.56 on the last trading day before September 30, 1995.
Of those 190,000 shares, 115,000 shares had vested as of March 8, 1996. The
remaining 75,000 shares will be vested, in whole or in part, in fewer than
three years from the grant date. Vesting is scheduled as follows: 15,000
at March 31, 1996, 15,000 at June 30, 1996, 15,000 at September 30, 1996,
15,000 at December 31, 1996, and 15,000 at March 31, 1997. No dividends
are paid on any of the restricted awards of stock reported in column (f).
-8-
<F2> This amount represents options granted on June 4, 1995, to be awarded
during the eight quarters beginning April 1, 1995 and ending March 31, 1997,
consisting quarterly of 10,000 options as partial compensation for service
as Director, and 20,000 options as partial compensation for service as CEO.
The options vest at the end of each quarter and are exercisable through
March 31, 1998 at a price of $1.50 per share, which was the closing price
on the grant date.
<F3> This amount represents options granted on May 27, 1993, that were awarded
during the eight quarters that began April 1, 1993 and ended March 31, 1995,
consisting quarterly of 10,000 options as partial compensation for service as
Director, and 20,000 options as partial compensation for service as CEO.
Options in those amounts vested at the end of each quarter and were
fully vested at April 1, 1995. They are exercisable through March 31, 1996
at a price of $1.50 per share, which was the closing price on the grant date.
</FN>
/TABLE
<PAGE>
Other than the Company's incentive Stock Option Plan, there
are no retirement, pension, or profit sharing plans for the
benefit of the Company's Officers and Directors.
<PAGE>
<TABLE>
OPTION/SAR GRANTS TABLE. Information concerning individual
grants of stock options, whether or not in tandem with
stock appreciation rights ('SARs'), and freestanding SARs
made during fiscal 1995 to each of the Named Executive
Officers is reflected in the table below.
<CAPTION>
OPTION/SAR GRANTS IN FISCAL 1995
Potential
Realizable Value
at Assumed Annual Alternative
Rates of Stock to (f) and
Price Appreciation (g) Grant Date
Individual Grants for Option Term<F1> Value
_________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h)
<S> <C> <C> <C> <C> <C> <C> <C>
Percent of Total
Number of Options/ Exer-
Securities SARs Granted cise Grant
Underlying to Employees or Expir- Date
Options/SARs in Fiscal Base ation Present
Name Granted (#) Year Price Date 5%($) 10%($) Value
_________________________________________________________________________
Spenst
Hansen 240,000<F2> 43% $1.50 4/01/98 $47,350 $99,500 N/A
_______________
<FN>
<F1> The amounts shown as potential realizable values are based on arbitrarily
assumed annualized rates of stock price appreciation of 5 percent and 10
percent over the full 3-year term of the options. These potential realizable
values are based solely on arbitrarily assumed rates of price appreciation
required by applicable SEC regulations. Actual gains, if any, on option
exercises of common stock holdings are dependent on future performance of
the Company and overall stock market conditions.
<F2> These options are described in footnote 2 to the 'Summary Compensation
Table' above.
</FN>
</TABLE>
<PAGE>
AGGREGATED OPTION/SAR EXERCISES AND FISCAL 1995 YEAR-
END OPTION/SAR VALUE TABLE. The following table sets
forth certain information with respect to each exercise
of stock options and SARs during fiscal 1995 by each of
the Named Executive Officers, and the fiscal 1995 year-
end value of unexercised options and SARs. The dollar
values in columns (c) and (e) are calculated by
-9-
determining the difference between the exercise or base
price of the options and the fair market value of the
underlying stock at the time of exercise and at fiscal
year-end if unexercised, respectively. The unexercised
options, some of which may be exercisable, have not been
exercised and it is possible they might never be exercised.
Actual gains realized, if any, on stock option exercises
and common stock holdings are dependent on the future
performance and value of the Common Stock and overall
stock market conditions. There can be no assurance
that the projected gains and values shown in this Table
will be realized.
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1995
AND OPTION/SAR VALUES AT SEPTEMBER 30, 1995
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Dollar Options/SARs Options/SARs
Acquired Value at FY-End(#) at FY-End($)
on Exer- Real- Exercisable/ Exercisable/
Name cise (#) ized($) Unexercisable Unexercisable
___________________________________________________________________
<S> <C> <C> <C> <C>
Spenst
Hansen 210,000<F1> $12,600 90,000/ $5,400/
180,000<F2> $10,8003<F3>
<FN>
<F1> These 210,000 shares were acquired February 22, 1995, from an exercise of
options in the same amount that had vested from 240,000 options granted May
27, 1993 (see footnote 3 to the 'Summary Compensation Table' above). The value
reported in column (c) was calculated from the difference between the closing
price of $1.56 per share on February 22, 1995 and the exercise price of $1.50
per share.
<F2> The 90,000 options reported as exercisable in column (d) consist of the
30,000 options remaining from the May 27, 1993 grant, plus the 60,000 options
that had vested by fiscal year-end from those granted June 4, 1995. None of
the May 27, 1993 options were unexercisable at fiscal year-end. Thus the
180,000 options reported as unexercisable in column (d) consist entirely of
options granted June 4, 1995 that had not vested at fiscal year-end.
<F3> The values reported in column (e) are based on the difference between
the closing price of $1.56 per share on September 29, 1995, which was the last
trading day of fiscal 1995, and the exercise price of $1.50 per share.
</FN>
</TABLE>
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS. The Company does not
have any formalized long-term incentive plans, excluding
restricted stock, stock option and SAR plans, which
provide compensation intended to serve as incentive for
performance to occur over a period longer than one fiscal
year, whether such performance is measured by reference
to financial performance of the Company or an affiliate,
the Company's stock price, or any other measure.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION. There are no compensation committee
interlocks. With respect to insider participation,
Spenst Hansen and Orson Mabey, III participated in
deliberations of the Company's Board of Directors
during fiscal 1995 concerning executive officer
compensation.
BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION.
The following report is not soliciting material and
shall not be deemed to be filed with the SEC or
subject to the SEC's proxy rules, or to the
liabilities established under Section 18 of the
Exchange Act, and the information contained herein
shall not be deemed to be incorporated by reference
into any filing made by the Company under the Exchange
Act or under the Securities Act of 1933.
-10-
To the Shareholders of Centurion Mines Corporation:
As members of the Board of Directors it is our
responsibility to review and set compensation levels
of the executive officers of the Company, evaluate
the performance of management and consider management
appointments and related matters. All decisions are
decisions of the full Board. The Board considers the
performance of the Company and how compensation paid
by the Company compares to compensation generally
in the mining industry for this region and among
similar companies. In establishing executive
compensation, the Board bases its decision, in part,
on achievement and performance regarding broad-
based objectives and targets relating to the continued
acquisition of favorable mineral properties and the
progress of exploration and development of such
mineral properties, as well as the Company's
financial performance. For fiscal 1995, as in years
past, the Company's executive compensation policy
consisted of a combination of three variable
elements: base salary, stock awards and option
grants. The policy factors which determine the
setting of these compensation elements are largely
aimed at attracting and retaining executives
considered essential to the Company's long-term
success. The granting of stock and/or options is
designed as an incentive to increasingly focus
management's interests in closer alignment with the
interests of shareholders. The Company's executive
compensation policy seeks to engender committed
leadership and strategic management to favorably
posture the Company for continued growth, stability
and strength of shareholder equity.
For fiscal 1995, the salary of Spenst Hansen, the
Company's Chief Executive Officer, remained at $36,000
per annum, unchanged since the beginning of fiscal
1994. In reviewing Mr. Hansen's salary, the Board
noted that the Company has continued making
substantial progress in its exploration and development
stage activities, in particular, with respect to the
Tintic and Beaver area properties. The Company did
not acquire additional mining-related companies,
aside from the completion of the Dotson Exploration
acquisition. Further, the Board recognized Mr.
Hansen's significant role in raising approximately
$1,500,000 of operating capital during fiscal 1995
to fund the Company's exploration and development
activities. In addition, the Board recognized Mr.
Hansen's lead efforts in establishing water rights
for the Mammoth Mine area and in developing joint
venture arrangements in the Milford area properties.
The Board noted that in comparing five-year cumulative
total returns, the Company has consistently outperformed
a peer group of ten non-production, gold-related
mining companies listed on the Nasdaq SmallCap
Market, and has generally performed at about the same
approximate level as the Nasdaq Stock Market as a whole
(for U.S. companies). The Board took into account the
increase in shareholders' equity from $2,669,776 at the end
of fiscal 1992 to $8,265,862 at the end of fiscal 1995, but
also the increase in net loss per share from $0.02 to $0.11
during the same period. Finally, the Board of Directors
took into account the modest amount of Mr. Hansen's salary
in comparison with regional CEO salaries within the mining
industry. On the basis of the above factors, the Board
determined that a merit salary of $36,000 was in order. No
other Officers received a salary increase during fiscal 1995.
With respect to stock and option awards during fiscal 1995,
the Board of Directors did not modify the amount of shares
or options that Directors and the CEO are entitled to receive
as partial compensation for service to the Company.
The Board believes that executive compensation during fiscal
1995 adequately reflects the Company's compensation policies
and performance.
From All Members of the Entire Board of Directors,
Spenst Hansen, Chairman
Orson Mabey, III
J.D.H. Morgan
Mark D. Dotson
-11-
PERFORMANCE GRAPH. The following is a line graph comparing
(1) the yearly percentage change in the Company's cumulative total
shareholder return on its Common Stock with (2) the cumulative total
return of the Nasdaq Stock Market for all U.S. companies and (3) the
cumulative total return of a peer group of similarly capitalized
mining companies.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN<F1> AMONG
CENTURION MINES CORPORATION, NASDAQ STOCK MARKET INDEX<F2>,
AND COMPETITOR GROUP INDEX<F3>
Year-End
Summary<F4> 09/28/90<F5> 09/30/91 09/30/92 09/30/93 09/30/94 09/29/95
__________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
CENTURION $100.00 $171.80 $102.60 $543.60 $266.70 $256.40
Nasdaq
Stock Mkt. $100.00 $157.30 $176.30 $231.00 $232.90 $320.70
Peer Grp. $100.00 $ 66.30 $ 64.70 $ 96.50 $ 96.80 $ 78.70
[DIAGRAM OF PERFORMANCE GRAPH IS PRINTED HERE]
<FN>
<F1> The numbers listed in the table and depicted in the graph above
represent year-end and monthly index levels derived from compounded
daily returns that include all dividends.
<F2> The indexes are reweighted daily, using the market capitalization
on the previous trading day.
<F3> COMPANIES IN THE SELF-DETERMINED PEER GROUP
Brush Creek Mining & Dev Inc Chief Consolidated Mng Co
Consolidated Ramrod Gold Corp Cornucopia Resources Ltd
Gold Reserve Corp Gold Standard Inc
La Teko Resources Ltd Pacific Sentinel Gold Corp
Piedmont Mining Co Inc United States Gold Corp
<F4> If the monthly interval, based on the fiscal year-end, is not
a trading day, the preceding trading day is used.
<F5> The index level for all series was set at $100.00 on 09/28/90,
the last trading day of fiscal 1990.
</FN>
/TABLE
<PAGE>
-12-
ADVANCES TO RELATED PARTIES. During the years ended
September 30, 1992 and 1993, Centurion advanced $995
and $1,054, respectively, to Keystone Surveys, Inc.,
a company affiliated with Mr. Hansen. These advances
were to allow Keystone to acquire certain mining properties
as nominee for the benefit of Centurion. If these
properties are determined by Centurion to be desirable,
they will be transferred to Centurion at cost. None of
the advances bear interest or are secured. There is not
a limit concerning how long such advances may remain
outstanding. To date, the advances have not been repaid.
No advances were made to Keystone Surveys or other
related parties during 1995 or 1994 on behalf of other
companies controlled by Mr. Hansen, or to any other
business entity not a subsidiary of the Company.
CONSULTING AGREEMENT AND BENEFITS. Commencing October 1,
1992, Mr. Barry Katona entered into a Consulting Agreement
with the Company which provided for an annual retainer of
$75,000. During fiscal years 1995 and 1994, Mr. Katona was
paid $75,000 each year under the terms of the Consulting
Agreement and $7,864 and $8,835, respectively, for
reimbursement of business expenses. The Agreement has
been extended to December 31, 1996. Mr. Katona has agreed
to accept stock in lieu of cash.
EXERCISE OF STOCK OPTIONS. During the year ended September
30, 1992, the Company allowed Mr. Katona to exercise
options to purchase 100,000 shares of the Company's common
stock at $.235 per share in exchange for a $23,500
unsecured, non-interest bearing promissory note. These
100,000 shares are held in escrow until the repayment of
this loan. The receivable related to this sale of stock
has been reflected as contra-equity in the accompanying
consolidated financial statements. In May 1993, the
Company granted an additional option to Mr. Katona for
10,000 shares of common stock accrued quarterly over a
two year period, for a total of 80,000 shares of common
stock, at a price of $1.50 per share under the 1991 Stock
Option and Stock Award Plan, exercisable until March 31,
1996. None of these options has been exercised.
REGARDING 1997 ANNUAL SHAREHOLDERS MEETING
Consistent with SEC regulations, shareholders may submit
proposals appropriate for shareholder action at the
Company's Annual Meeting to be held in 1997. For proposals
to be considered for inclusion in the 1997 Proxy Statement,
they must be received by the Company no later than
November 1, 1996. Shareholder proposals should be
directed to Centurion Mines Corporation, Attn: Corporate
Secretary, 331 South Rio Grande Street, Suite 201, Salt
Lake City, Utah 84101.
A COPY OF THE COMPANY'S 1995 SHAREHOLDERS ANNUAL
REPORT IS ENCLOSED. ADDITIONAL COPIES ARE AVAILABLE
UPON WRITTEN REQUEST. THE COMPANY ALSO UNDERTAKES
TO PROMPTLY FURNISH (WITHOUT CHARGE) A COPY OF ITS
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1995, PREVIOUSLY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ Spenst Hansen
By: ___________________________________________________
Spenst Hansen, Chairman of the Board of Directors,
President and Chief Executive Officer of
Centurion Mines Corporation
[END OF PROXY STATEMENT]
SUMMARY OF THE
CENTURION MINES CORPORATION
1991 STOCK OPTION AND STOCK AWARD PLAN
AS LAST AMENDED, APRIL 19, 1995
SPECIFICALLY DESIGNATED PORTIONS OF THE ORIGINAL PLAN,
IN ITS ENTIRETY, CONSTITUTE PART OF THIS PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933.
1. GENERAL INFORMATION. The 1991 Stock Option and
Stock Award Plan of Centurion Mines Corporation, as
amended (the 'Plan'), under which stock, options to
acquire stock, and/or stock appreciation rights may
be granted from time to time to directors and employees,
including officers, of the Company, or others who
contribute to the success of the Company, all on the
terms and conditions set forth therein, was approved by
the Company's Board of Directors on February 21, 1991,
and by its Shareholders on April 19, 1991. The First
Amendment to the Plan was approved by the Company's
Board of Directors on May 27, 1993, and by its
Shareholders on May 27, 1993. The Second Amendment
to the Plan was approved by the Company's Board of
Directors on February 22, 1995 and by its Shareholders
on April 19, 1995.
2. PURPOSE OF THE PLAN. The Plan is intended to aid
the Company in maintaining and developing a management
team, attracting qualified employees and directors
capable of assuring the future success of the Company,
and rewarding those individuals who have contributed to
the success of the Company. It is designed to aid the
Company in retaining the services of executives and
employees, attracting new personnel when needed for
future operations and growth, and providing such
personnel with an incentive to remain employees and/or
directors of the Company. The Plan encourages them to
use their best efforts to promote the success of the
Company's business, while at the same time provides them
with an opportunity to obtain or increase a proprietary
interest in the Company. It is also designed to permit
the Company to reward those individuals who are not
employees or directors of the Company but who are
perceived by management as having contributed to the
success of the Company or who are important to the
continued business and ongoing operations of the Company.
The above aims will be effectuated through the granting
of shares of common stock of the Company, par value $.01
per share (the 'Stock'), options to purchase Stock on a
favorable basis ('Options'), and/or stock appreciation
rights ('SARs') and other rights subject to the terms
and conditions of the Plan. It is intended that the
Options issued pursuant to the Plan include, where
designated as such at the time of grant, Options which
qualify as 'incentive stock options,' as that term is
defined in Section 422A of the Internal Revenue Code of
1986, or any amendment or successor provision of like
tenor ('Incentive Options').
The following is a summary of certain provisions of the
Plan. This summary does not purport to be complete and
is qualified in its entirety by reference to the Plan.
An initial registration statement was filed with the
Securities and Exchange Commission ('SEC') covering
the initial authorization of 500,000 shares of Stock
which may be issued pursuant to awards granted under
the Plan. Second and third Registration Statements
have been filed with the SEC pertaining to the two
Amendments, each of which authorized an additional
500,000 shares of Stock which may be issued under the
Plan as amended. A copy of the Plan has been filed as
an exhibit to the registration statements and will be
made available to each person who holds an Award of
shares and/or Options under the Plan. The Plan is not
subject to any of the provisions of the Employee
Retirement Income Security Act of 1974 or related
provisions.
3. ADMINISTRATION OF THE PLAN. The Plan shall be
administered by, or in accordance with the recommendation
of, the Board, an option committee appointed by the Board,
or by any other such committee designated by the Board.
Such administrative committee ('Committee') shall consist
of not less than three persons. During such time as the
Company is subject to the requirements of Section 12(g)
of the Exchange Act, the Plan shall be administered with
respect to officers and directors of the Company by
'disinterested persons,' as that term is defined in
SEC Rule 16b-3(e)(2)(i), promulgated under the Exchange
Act, or any amendment or successor provision of similar
tenor ('Disinterested Person'). The Board may remove or
add members to the Committee and the Board or the remaining
members of the Committee shall fill any vacancies that
occur. Any director or officer of the Company may from
time to time make recommendations to the Board or Committee
with respect to individuals to be considered for an award
under the Plan as well as the nature and amount of such
award. Subject to compliance with applicable provisions
of governing law, the Board or Committee may delegate
administrative duties with respect to the Plan, including
the authority to consider and approve awards on such terms
and to such individuals as they deem proper. All awards
shall be approved by a majority vote of those members of
the Board or Committee, as the case may be, in attendance
at a meeting at which a quorum is present. However, an
award to a member of the Board or Committee shall be
approved by a majority vote of the members of the Board
or Committee who are Disinterested Persons.
-1-
The interpretation and construction of the terms of the
Plan or any award under the Plan by the Committee or the
Board shall be final and binding on all participants in
the Plan absent a showing of demonstrable error. No member
of the Board or any Committee shall be liable for any
action taken or determination made in good faith with
respect to the Plan or any award.
4. SHARES OF STOCK SUBJECT TO THE PLAN. A total of
1,500,000 shares of Stock may be subject to or issued
under awards granted pursuant to the terms of the Plan.
Any Stock subject to an Option or other right under the
Plan, which Option or right for any reason expires, is
terminated, or is surrendered unexercised as to such
Stock, may be reserved for issuance pursuant to future
awards under the Plan. If any right to acquire Stock
granted under the Plan is exercised by the delivery of
Stock or the relinquishment of rights to Stock, only the
net shares of Stock issued (the shares of Stock issued
less the shares of Stock surrendered) shall count
against the total number of shares reserved for issuance
under the terms of the Plan.
5. RESERVATION OF STOCK ON GRANTING OF OPTION. At the
time of granting an Option or other right to acquire
Stock under the terms of the Plan, there will be reserved
for issuance on the exercise of the Option or right
(subject to the provisions of Section 13 of the Plan)
the number of shares of Stock subject to such Option
or right. The Company may reserve authorized but
unissued shares, as well as issued shares that have
been reacquired by the Company.
6. ELIGIBILITY. Under the Plan, an award may be
granted to employees, including officers and directors
who are regular employees, of the Company or its
subsidiaries as may be existing from time to time,
and to other individuals, when deemed to be in the
best interests of the Company by the Board or Committee.
Such award shall be in the amount and shall have the
rights and be subject to the restrictions as determined
by the Board or the Committee within the general
provisions of the Plan.
7. TERM OF AWARD AND CERTAIN LIMITATIONS ON RIGHT TO
EXERCISE AWARD.
(a) Each award shall have the term established
by the Board or Committee at the time the award is granted.
(b) The term of the award, once it is granted, may
be reduced only as provided for in the Plan or in the terms
of the award.
(c) Unless otherwise specifically provided by the
written terms of the award, no holder or his legal
representatives, legatees, or distributees will be,
or shall be deemed to be, a holder of any shares subject
to an award unless and until the holder exercises his
right to acquire Stock and delivers the required
consideration to the Company in accordance with the
terms of the Plan and the provisions of the award.
Unless otherwise specifically provided by the written
terms of the award, no adjustment shall be made for
dividends or other rights for which the record date is
prior to the date such Stock is acquired by the holder.
(d) Each award granted under the Plan shall vest
at such time or times and on such terms as established
by the Board or Committee when granting the award.
(e) If an award is granted to a director, officer,
or employee of the Company and such individual is
terminated or resigns from the Company within six months
of such award, the unexercised portion of the award shall
be null and void, and such individual shall have no
further rights thereunder as of the date of such
termination or resignation.
(f) An award granted under the Plan may
contain other provisions, including, without limitation,
additional or alternate restrictions on the exercise of
the award, as the Board or Committee deems advisable.
-2-
(g) In no event may an award be exercised after
the expiration of its term.
8. EXERCISE PRICE. Except as otherwise provided in the
Plan, the exercise price of each Option granted under the
Plan shall be equivalent to the mean of the closing high
and low price quotations for the Stock in the over-the-
counter market as quoted on the National Association of
Securities Dealers Automated Quotation system ('Nasdaq')
for the 20 trading days immediately preceding the grant
date.
9. PAYMENT OF EXERCISE PRICE. The exercise of each
Option shall be contingent on receipt by the Company
of cash, certified bank check to its order, or like
consideration acceptable to the Company. However, at
the discretion of the Board or Committee, the Option
award recipient may pay the exercise price in whole or
in part by delivering to the Company shares of Stock
valued by the Board or Committee at the Stock's fair
market value, surrendering or canceling tandem rights
granted with the award, or surrendering or cancelling
other rights to Stock. Any consideration approved by
the Company that calls for payment of the exercise price
over a period greater than one year shall provide for
interest (not included as part of the exercise price)
that is equal to or exceeds the imputed interest provided
for in Internal Revenue Code Section 483 or any amendment
or successor provision of like tenor.
10. WITHHOLDING. If the grant or exercise of an award
pursuant to the Plan is subject to withholding or other
trust fund payment requirements of the Internal Revenue
Code or applicable state or local laws, such requirements
may, to the extent permitted by the terms of the award
and the then governing provisions of the Internal Revenue
Code, be met by the holder of the award delivering shares
of Stock or cancelling Options or other rights to acquire
Stock, or by the Company withholding shares of Stock
subject to an Option, at a fair market value for the Stock.
To the extent that the holder of the award is subject to
the provisions of Section 16(a) of the Exchange Act,
payment of the withholding and other trust fund
agreements by the foregoing methods shall be
contingent upon the transaction qualifying for an
exemption under SEC Rule 16b-3, promulgated pursuant
to Section 16(b) of the Exchange Act, or any amendment
or provision of like tenor.
11. INCENTIVE OPTIONS. In addition to the other
restrictions and provisions of the Plan and any award
under the Plan, any Option granted that is intended to
be an Incentive Option shall also meet these additional
requirements:
(a) The exercise price of an Incentive Option shall
be an amount determined by the Board or Committee in
accordance with the applicable provisions of the Internal
Revenue Code, but in any event, not less than the Stock's
fair market value on the Option grant date.
(b) No Incentive Option may be granted under the
Plan to any employee who owns Stock (either of record
or beneficially) which constitutes more than 10% of the
combined voting power of the Company or any parent or
subsidiary corporation, unless (i) the exercise price
is at least 110% of the Stock's fair market value on
the Option grant date, and (ii) the Incentive Option by
its terms is not exercisable more than five years after
such date.
(c) Incentive Options may be granted only to an
employee of, and only in connection with employment by,
the Company or one of its subsidiaries. Notwithstanding
the above, directors may be granted Incentive Options
under the Plan, subject to and to the extent permitted
by applicable tax statutes and regulations.
(d) The aggregate fair market value at an Option
grant date may not exceed $100,000 for Incentive Option
Stock exercisable for the first time by an individual
during a calendar year under the Plan (and other plans,
if any, of the Company or its subsidiaries).
(e) No Incentive Option shall be transferable
other than by will or the laws of descent and distribu-
tion and shall be exercisable, during the lifetime of
the optionee, only by the optionee to whom the Incentive
Option is granted.
(f) No SARs or other rights may be granted in tandem
with an Incentive Option.
(g) An employee who acquires shares of Stock pursuant
to an Incentive Option granted under the Plan shall not sell,
-3-
transfer or otherwise convey the Stock until a date that is
more than two years from the Option grant date and more than
one year from the Stock acquisition date. An employee who
makes a disqualifying disposition shall notify the Company
within 30 days of such transaction.
(h) No Incentive Option may be exercised, unless
from the date the Incentive Option was granted until
within three months of such exercise, the optionee was
an eligible employee of the Company as defined in the
applicable provisions of the Internal Revenue Code,
except that the 3-month provision shall not apply to
an optionee who dies during such 3-month period.
Notwithstanding the above, an Incentive Option may be
exercised by an optionee within 12 months of the date
the optionee ceases employment due to a 'disability,'
as that term is defined in Internal Revenue Code
Section 105(d)(4), or any amendment or successor
provision of like tenor. An authorized absence or
leave approved by the Board or Committee shall not
be considered an interruption of employment for any
purpose under the Plan.
(i) All Incentive Options shall be deemed to
contain such others limitations and restrictions as
may be necessary to conform the Incentive Option to
the requirements of Section 422 of the Internal Revenue
Code and regulations promulgated thereunder, or any
amendment or successor provision of like tenor.
(j) The foregoing restrictions and limitations
are based on the governing provisions of the Internal
Revenue Code as of the adoption date of the Plan. If
the Internal Revenue Code is amended to permit the
qualification of an Option as an incentive stock option
without one or more of the foregoing restrictions or
limitations, or with modified terms of restriction or
limitation, the Board or Committee may issue Incentive
Options and may modify existing Incentive Options
consistent with such amendments.
12. AWARDS TO OFFICERS AND DIRECTORS. During such
time as the Company is subject to the provisions of
Section 12(g) of the Exchange Act, awards under the
Plan to 'officers,' as that term is defined in SEC
Rule 16a-1(f), or any amendment or successor provision
of like tenor, or directors shall be made by a Committee
comprised of three or more individuals, all of whom are
Disinterested Persons.
(a) The determination to make an award to a director
and the number of shares to award shall be made by a
majority vote of the Board members who are Disinterested
Persons, or shall be made by a Committee comprised of
three or more Disinterested Persons.
(b) The determination to make an award to an officer
and the number of shares to award shall be made by a
majority vote of the Board members who are Disinterested
Persons, or shall be made by a Committee comprised of
three or more Disinterested Persons.
(c) If an award is a Stock Option or other right
to purchase shares at the optionee's discretion, the
exercise price of the Option shall be determined by the
Board or Committee at an amount not less than 50% of the
fair market value of the Stock on the Option grant date.
(d) With respect to an award other than an Option
or the right to purchase shares at the discretion of the
optionee, such as a sale of restricted Stock, the
consideration amount may not be less than the minimum
required by applicable state law.
(e) If an award is an Option or similar right,
including a SAR, the award shall not be transferable
other than by will or the laws of descent and
distribution and shall be exercisable during the life
of the holder only by the holder or the holder's
guardian or legal representative.
(f) Any cash settlement of SARs or other rights
shall be consistent with the requirements of SEC Rule
16b-3 and regulations promulgated thereunder, or any
amendment or successor provision of like tenor.
(g) The foregoing restrictions and limitations
are based on the governing provisions of the Exchange
Act and the rules and regulations promulgated thereunder
as of the adoption date of the Plan. If the governing
provisions are amended to permit an award to be granted
pursuant to SEC Rule 16b-3, or any amendment or successor
provision of like tenor, without one or more of the
foregoing restrictions or limitations, or with a
modification to any of the terms of any such restriction
or limitation, the Board or Committee may grant an award
to officers and directors and may modify an existing award
in accordance with such changes, provided that such action
by the Board or Committee does not disqualify any such
award from treatment under the provisions of SEC Rule
16b-3 and regulations promulgated thereunder, or any
amendment or successor provision of similar tenor.
-4-
13. STOCK APPRECIATION RIGHTS AND OTHER TANDEM RIGHTS.
The Board or Committee, at the time of granting an award
under the terms of the Plan, shall have the authority to
grant SARs or other tandem rights with respect to all or
some of the shares of Stock covered by such award pursuant
to which the holder shall have the right to surrender all
or part of such award and thereby exercise the tandem
rights; provided, however, that the holder shall not have
such right to surrender and obtain payment during the
first six months of the term of the award, except in the
event of the holder's death or disability during such
six-month period. Any payment under the terms of tandem
rights may be made by the Company, at the discretion of
the Board or Committee as set forth in the written award,
in Stock (at its fair market value on the date of the
notice of exercise, as determined by the Board or Committee)
or in cash, or partly in Stock and partly in cash, in
such amounts as the Company may determine. SARs or
other tandem rights granted under the terms of this Section
may be exercised only when, and only to the extent that,
the holder is entitled to exercise all or a portion of
the underlying award. The terms of SARs or other rights
granted shall, within the provisions of the Plan, be
established by the Board or Committee at the time of
grant, and any rights created thereby can only be
transferred in connection with the transfer of the
underlying award. SARs may be exercised only at a
time when the fair market value of the Stock subject
to the award exceeds the exercise price of the award.
14. DILUTION OR OTHER ADJUSTMENT. In the event that
shares of Stock from time to time issued and outstanding
are increased pursuant to a stock split or a stock
dividend, the number of shares of Stock then covered by
each outstanding Option granted hereunder shall be
increased proportionately with no increase in the total
purchase price of the shares then so covered, and the
number of shares reserved for the purposes of the Plan
shall be increased by the same proportion. In the event
that the number of shares of the Company from time to time
issued and outstanding is reduced by a combination or
consolidation of shares, the number of shares then
covered by each outstanding Option granted hereunder
shall be reduced proportionately with no reduction in
the total purchase price of the shares then so covered,
and the number of shares reserved for the purposes of
the Plan shall be reduced by the same proportion. In
the event that the Company transfers assets to another
corporation and distributes the stock of that other
corporation without the surrender of Company Stock, and
if such distribution is not taxable as a dividend and no
gain or loss is recognized by reason of Section 355 of
the Internal Revenue Code or a similar section, then the
total purchase price of the Stock then covered by each
outstanding Option shall be reduced by an amount that
bears the same ratio to total purchase price then in
effect as the market value of the stock distributed in
respect of the Company's Stock and the stock distributed
in respect thereof. In the event that the Company
distributes a subsidiary's stock to its shareholders,
makes a distribution of a major portion of its assets,
or otherwise distributes a significant portion of the
value of its issued and outstanding Stock to its share-
holders, the number of shares then subject to each
outstanding award under the Plan may be adjusted in the
discretion of the Board. All such adjustments shall be
made by the Board, whose determination upon the same shall
be final and binding on all participants under the Plan.
No fractional shares shall be issued and any fractional
shares resulting from the computations pursuant to this
Section shall be eliminated from the respective award.
No adjustment shall be made for cash dividends or the
issuance to stockholders of subscription rights to
additional Stock or other securities.
15. AWARDS TO FOREIGN NATIONALS. The Board or Committee
may, in order to fulfill the purposes of the Plan and
without amending the Plan, grant to foreign nationals
or individuals residing in foreign countries awards that
contain provisions, restrictions and limitations different
than those set forth in the Plan and awards made to United
States residents in order to recognize international
differences in law, tax policy and custom. In granting
such awards, the Board or Committee shall make every effort
to provide as many of the same benefits, restrictions,
limitations and other provisions as granted in an award
to a United States resident under the terms of the Plan.
16. ASSIGNMENT. No award granted under the Plan shall
be transferable other than to a family member, a trust
for the benefit of the holder or a family member, a
charity, or by will or the laws of descent and distribu-
tion. If any award is transferred in accordance with
the provisions of this section, it cannot thereafter be
transferred by the new holder, except to reconvey it to
the original holder. Except as permitted by the foregoing,
each award granted under the Plan and the rights and
privileges thereby conferred shall not be transferred,
assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject
to execution, attachment or similar process. On any
-5-
attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of the award or any right or privilege
conferred thereby, contrary to the provisions hereof, or
on the levy or any attachment or similar process on such
rights and privileges, the award and such rights and
privileges shall immediately become null and void.
17. EFFECT OF TERMINATION OF EMPLOYMENT. In the event
that any holder is terminated or resigns from employment
with the Company or a subsidiary within six months of the
grant of an award, any unexercised portion of such award
shall immediately become null and void and such holder shall
have no further rights thereunder. In the event that any
officer, director or employee of the Company or a subsi-
diary is terminated at any time for, in the determination
of the Board, materially breaching the terms of employment,
gross negligence in the performance of duties, substantial
failure to meet written standards established by the
Company for the performance of employment duties, criminal
misconduct, or willful or gross misconduct in the
performance of employment duties, the Board may cancel
any and all rights such individual may have in the
unexercised portion of any award held at the time of
termination. The Board or Committee may establish other
restrictions on the exercise of awards, subsequent to the
termination or resignation of an individual, that it deems
appropriate at the time of granting the award.
18. LISTING AND REGISTRATION OF SHARES. Each award
shall be subject to the requirement that, if at any
time the Board shall determine, in its sole discretion,
that it is necessary or desirable to list, register or
qualify the shares covered thereby on any securities
exchange or under any other federal or state law, or
obtain the consent or approval of any governmental
agency or regulatory body as a condition of, or in
connection with, the granting of such award or the
issuance or purchase of shares thereunder, such award
may not be exercised in whole or in part unless and
until such listing, registration, consent or approval
shall have been effected or obtained free of any
conditions not acceptable to the Board.
19. EXPIRATION AND TERMINATION OF THE PLAN. The Plan
may be abandoned or terminated at any time by the Board
except with respect to awards then outstanding under
the Plan. No Incentive Option may be granted under the
Plan after February 21, 2001.
20. FORM OF AWARDS. Awards granted under the Plan
shall be represented by a written agreement which shall
be executed by the Company and the holder and which
shall contain such terms and conditions as may be
determined by the Board or Committee and permitted
under the terms of the Plan. Option agreements
evidencing Incentive Options shall contain such terms
and conditions, among others, as may be necessary in
the opinion of the Board or Committee to qualify them
as Incentive Options.
21. NO RIGHT OF EMPLOYMENT. Nothing contained in the
Plan or any award made pursuant to the Plan shall be
construed as conferring on a director, officer or
employee any right to continue or remain as a director,
officer or employee, respectively, of the Company or
its subsidiaries.
22. AMENDMENT OF THE PLAN. The Board may at any
time modify and amend the Plan in any respect;
provided, however, that no modification or amendment
shall, without the approval of the shareholders, cause
the Plan to cease compliance with the applicable
provisions of the Internal Revenue Code with respect
to Incentive Options, or the applicable provisions of
the Exchange Act with respect to awards granted to
officers and directors under SEC Rule 16b-3 and
regulations promulgated thereunder, or any amendment
or successor provision of similar tenor.
Notwithstanding any provision to the contrary contained
herein, the Plan shall be deemed to be automatically
amended as necessary, with respect to the issuance of
Incentive Options, to maintain compliance with the
provisions of Section 422A of the Internal Revenue
Code and regulations promulgated thereunder, or any
amendment or successor provision of similar tenor.
The Plan is not qualified under Section 401(a) of the
Internal Revenue Code.
23. REQUEST FOR INFORMATION. Requests for further
information regarding the Plan or its administrators
should be directed to Secretary, Centurion Mines
Corporation, 331 South Rio Grande St., Suite 201,
Salt Lake City, Utah 84101, or via fax at
(801) 534-1129.
-6-
EXPERTS
The balance sheet of the Company as of September 30, 1995,
and the related statements of operation, stockholders'
equity and cash flows for the year ended September 30,
1995, and the financial statement schedule, incorporated
by reference herein, have been audited by Jones, Jensen
& Co., independent public accountants, as indicated in
their report, and are incorporated herein in reliance
upon the report of said firm and upon their authority
as experts in accounting and auditing.
LEGAL MATTERS
LEGAL MATTERS The legality of the issuance of the shares
of stock offered pursuant to the Plan is being passed upon
for Centurion Mines Corporation by Carlos M. Chavez, Esq.,
Salt Lake City, Utah (Legal Counsel to the Company).
[END OF STOCK OPTION SUMMARY]
(This proxy is being solicited on
behalf of the Board of Directors)
PROXY
CENTURION MINES CORPORATION
Annual Meeting of Shareholders
May 2, 1996
I/we, the undersigned shareholder(s) of Centurion Mines
Corporation ('Centurion') hereby acknowledge receipt of
the Notice of Annual Meeting of Shareholders dated March
28, 1996, and appoint Spenst Hansen, or his substitute(s),
of 44 West 300 South Street, Suite 1401N, Salt Lake City,
Utah 84101, my/our Proxy to attend and represent me/us at
the 1996 Annual Meeting of Centurion Shareholders to be
held on May 2, 1996, at 1:00 p.m. MDT, and at any
adjournment or postponement thereof, and to vote my/our
shares of Centurion common stock at said meeting as
indicated below.
ANY PROXIES RECEIVED BY CENTURION WILL BE VOTED IN FAVOR
OF ALL PROPOSALS AND FOR ALL NOMINEES FOR THOSE NUMBERED
ITEMS WHERE NO CHOICE IS INDICATED BY THE SHAREHOLDER(S).
1. Election of Directors (pursuant to my/our markings
below, or the instructions that follow)
FOR ALL NOMINEES LISTED BELOW ________
(except as marked to the contrary)
WITHHOLD AUTHORITY ________
(to vote for any nominees listed below)
Instructions: To vote for an individual nominee in the
list below, circle the nominee's last name. To withhold
authority to vote for any individual nominee, strike a
line through the nominee's last name.
HANSEN, Spenst MABEY III, Orson
MORGAN, J.D.H. (David) DOTSON, Mark D.
2. To ratify the appointment of Jones, Jensen & Company
as independent auditors for the current fiscal year.
FOR _______ AGAINST _______ ABSTAIN _______
3. To approve an amendment to the 1991 Stock Option and
Stock Award Plan, as amended, to allow for the
administration of one million additional shares under
such plan.
FOR ________ AGAINST _______ ABSTAIN ________
4. To transact any other business matters that may
properly come before the meeting or any adjournment.
FOR _______ AGAINST ______ ABSTAIN ________
DATED this _______ day of ___________________, 1996.
CORRECT CURRENT ADDRESS: ____________________________
Signature of (First-) Named
Shareholder
(Sign exactly as name appears
on certificate for shares)
_____________________ _____________________________
Number of shares: ___ Second Signature if jointly
owned
[END OF PROXY]
