EXHIBIT 99.2
High Country Ventures, Inc.
(A Minnesota corporation)
Notice and Proxy Statement
Notice of Special Meeting of Stockholders on October 12, 2000.
To Stockholders of High Country Ventures, Inc.
Notice is hereby given that a Special Meeting of Shareholders of High Country
Ventures, Inc. will be held on October 12, 2000, at the Thunderbird Hotel, 2201
E. 78th Street, Bloomington, Minnesota at three (3) o'clock P.M., for the
purpose of considering and acting upon the following proposals:
(1) A proposal to elect 5 Director(s) to the Board.
(2) A proposal to change the name to Spiderboy International, Inc.
(3) To approve the agreement and plan of exchange with Spiderboy.Com,
Inc.
The Company has fixed the close of business on August 31, 2000 as the record
date for a determination of stockholders entitled to notice and to vote at the
meeting.
Minneapolis, Minnesota
Dated: September 21, 2000
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING. IF YOU
DO NOT PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY
PROMPTLY.
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PROXY
High Country Ventures, Inc.
SPECIAL MEETING OF STOCKHOLDERS
October 12, 2000
The undersigned hereby appoints Michael Johnson, the attorney and proxy of the
Common Stock of High Country Ventures, Inc. standing in the name of the
undersigned at the close of business on August 31, 2000 at a special meeting to
be held on October 12, 2000, at the Thunderbird Hotel, 2201 E. 78th Street,
Bloomington, Minnesota, at three (3) o'clock P.M., and any adjournments thereof,
with all the powers the undersigned would possess if present in person to vote
and act upon the following matters as indicated below:
FOR AGAINST
(1) To elect 5 Director(s) to the Board. _____ _____
(2) To change the name to Spiderboy International,
Inc. _____ _____
(3) To approve the agreement and plan of exchange with
Spiderboy.Com, Inc. _____ _____
Number of Shares _________
THIS PROXY WILL BE VOTED FOR THE AMENDMENT OF THE ARTICLES OF INCORPORATION
UNLESS OTHERWISE INDICATED.
_________________________________________
_________________________________________
(Joint Signature)
Signature(s) of stockholder(s) should correspond exactly with the name(s) shown
on your stock certificate(s). If the stockholder is a corporation, give full
corporate name and sign by a duly authorized officer and affix corporate seal.
Attorneys, trustees, executors, administrators, guardians and others signing in
a representative capacity should designate their full titles.
TO SAVE YOUR COMPANY TIME AND EXPENSE, PLEASE SIGN AND RETURN PROXY BY RETURN
MAIL.
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PROXY STATEMENT
September 21, 2000
Introduction.
A Special Meeting of Stockholders of High Country Ventures, Inc. will be held on
October 12, 2000 for the purpose set forth in the Notice of Special Meeting of
Stockholders and in this Proxy Statement. The accompanying form of Proxy is
solicited on behalf of High Country Ventures, Inc. in connection with the
Special Meeting and any adjournment thereof.
Proxies in the accompanying form, when properly executed, duly returned to
management and not revoked, will be voted in accordance with instructions
contained therein. If no instructions are given with respect to any particular
matter to be acted upon, proxies will be voted in favor of such matter. Each
such proxy granted may be revoked at anytime, insofaras not exercised, by notice
to the Secretary of High Country Ventures, Inc.
The only outstanding voting security of High Country Ventures, Inc. is its
Common Stock, no par value. Holders of High Country Ventures, Inc. Common Stock
are entitled to one vote for each share of stock held on the record date. Only
Stockholders of record at the close of business on August 31, 2000 are entitled
to vote at the High Country Ventures, Inc. meeting, or any adjournments thereof.
As of that date, 35,425,920 shares of High Country Ventures, Inc. common stock
were issued and outstanding. Minnesota law and the High Country Ventures, Inc.
Articles of Incorporation require the affirmative vote of a majority of the
holders of the outstanding shares of Common Stock for approval.
High Country Ventures, Inc. has had no operations in recent years, and is
seeking the acquisition of an operating company.
Spiderboy.Com, Inc. is in the business of creating and running the Spiderboy.com
search engine on the world wide web. Spiderboy.com will act as a geographical
and categorical web portal "highway system" for every country in the world as
well as major cities with stops or community web sites for every town.
Spiderboy.com will be supported by web designing, hosting, banner
advertisements, affiliate marketing and our own e-commerce sites. The main focus
is to create several tiers of ad revenue by specializing in geographical and
categorical portals and giving away or licensing them to regional government
agencies. The
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search engine will offer information from local television guides to
governmental, hospital, hotel and airport information from around the world.
Spiderboy.com currently owns over 300 unique domain names and already has
numerous web portals running in the development stage including a partnership
with a licensed, bonded, and insured Travel Agency with personal and online
services. Spiderboy.com will also offer web design and hosting facilities at
very competitive prices to business and build on the relationships to create
e-commerce sites for these companies.
Other Matters
The Company knows of no other matters other than those listed in the Notice of
Special Meeting of Shareholders which are likely to be brought before such
meeting. However, if any other matters, not now known, properly come before such
meeting, the persons named in the enclosed form of proxy will vote said proxy in
accordance with their best judgment in such matters.
At the Special Meeting, the following proposal will be acted upon:
Proposal Number Proposal
--------------- --------
1 To elect the following individuals
to the Board of Directors:
NORMAN PARDO, is the Chairman of the Board,
President, and Chief Executive Officer,
Spiderboy.Com, Inc. Mr. Pardo is responsible
for the development of the Spiderboy.com
search engine and will continue to oversee
the development of the Spiderboy.com search
engine. He is also responsible for acquiring
the domain names, and the design of many
websites that are to be owned by
Spiderboy.com. Mr. Pardo is a successful
real estate investor and entrepreneur. He is
a computer expert in HTML, JAVA, C++ and
PROTOCOLS, which has enabled him to build
thousands of internet web pages over the
years.
JOHN BOLAN, is the Chief Financial Officer,
and a Director of Spiderboy.Com, Inc. since
its inception. He is a Certified Public
Accountant, Enrolled Agent,
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Licensed Florida Real Estate Broker, and has
practiced as a Public Accountant and Tax
Consultant for 30 years. He holds a Masters
Degree in Mathematics and Business
Administration and a Masters Degree in
Business Administration.
JIM CULLEN, is an Account Executive for
Reynolds and Reynolds Corporation,
Information System Group since 1981. He is
responsible for managing and growing a
$2,000,000 territory, he sold one of the
first electronic forms applications in the
country, he introduced and sold leading
on-line technology to the current account
base, and is responsible for training and
developing customer service representatives.
KIMBERLY F. OLIVER, is currently on the
Board of Directors and a part owner of the
JBM Group, Inc. a public relations and
marketing company. She was, until recently
stepping down, the Vice President of
Marketing in charge of the marketing
representatives, market research and
development.
MICHAEL S. EDWARDS, until 1998 Mr. Edwards
was the Supervisor of the Second Shift at
Avondale Mills, Inc. He was responsible for
all production areas on his shift, as well
as the payroll and training of all employees
on the second shift. He was responsible for
maintaining and ensuring sufficient plant
output for the second shift.
2 To change the name of the Company
to Spiderboy International, Inc.
3 To approve the agreement and plan of
exchange with Spiderboy.Com, Inc.
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AMENDMENT OF ARTICLES OF INCORPORATION OF HIGH COUNTRY VENTURES, INC.
The shareholders will be asked to vote for the amendment of High
Country Ventures, Inc. present Articles of Incorporation to change the name of
the corporation to Spiderboy International, Inc.
ARTICLE I
"The name of this corporation shall be Spiderboy International, Inc."
Capitalization
Shares Outstanding Shares Outstanding
Before Merger After Merger
------------------ ------------------
High Country Ventures, Inc. 35,425,920 36,863,920
Spiderboy.Com, Inc. 4,204,000
---------- ----------
36,863,920
Expenses and Methods of Solicitation
The entire expense of preparing, assembling, printing and mailing the Proxy form
and materials used in the solicitation of proxies will be paid by High Country
Ventures, Inc. High Country Ventures, Inc. will request banks and brokers to
solicit their customers who beneficially own Common Stock of High Country
Ventures, Inc. listed in the names of nominees and will reimburse such banks and
brokers for their reasonable out-of-pocket expenses of solicitation. In addition
to the use of the mails, solicitation may be made by officers of High Country
Ventures, Inc. by telephone, telegraph, cable and personal interview.
High Country Ventures, Inc. does not expect to pay any compensation for the
solicitation of proxies.
Discretionary Authority
While the Notice of Special Meeting of Stockholders calls for the transaction of
such other business as may properly come before the Meeting, the Company has no
knowledge of any matters to be
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presented for action by the Stockholders at the Meeting other than as
hereinabove set forth. The enclosed Proxy gives discretionary authority,
however, in the event that any additional matters should be presented.
Also, find the enclosed copies of the audited financial statements for High
Country Ventures, Inc., the audited financial statements for Spiderboy.Com,
Inc., and the Agreement and Plan of Merger.
HIGH COUNTRY VENTURES, INC.
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Secretary
