<PAGE>
SCHEDULE 14A INFORMATION STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Section 240.14a-11(c) or Section 240.14a-12
............................................................................
(Name of Registrant as Specified in its Charter)
.REGI U.S., INC.............................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
.......................................
(2) Form, Schedule or Registration Statement No.:
.......................................
(3) Filing Party:
.......................................
(4) Date Filed:
<PAGE>
REGI U.S., INC.
#185-10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 2, 1998
To the Shareholders of REGI U.S., Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of REGI
U.S., Inc. (the "Company") will be held in meeting room 216 of the Holiday
Inn, Vancouver Airport, 10720 Cambie Road, Richmond, British Columbia,
Canada, on Monday, November 2, 1998, at 10:00 a.m. for the purpose of
considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect two (2) directors for a term of one
year or until their successors have been elected and qualified.
2. APPROVAL OF AUDITORS. Approval of Elliott Tulk Pryce Anderson as
auditors until the close of the next Annual Meeting.
3. WHATEVER OTHER BUSINESS may properly come before the Annual Meeting or
any adjournments thereof.
Only those shareholders of record at the close of business on September
24, 1998 shall be entitled to notice of, and to vote at, the Annual Meeting
or any adjournments thereof.
Further information regarding voting rights and the business to be
transacted at the Annual Meeting is given in the accompanying Proxy
Statement. Your continued interest as a shareholder in the affairs of the
Company, its growth and development, is genuinely appreciated by the
directors, officers and personnel who serve you.
October 5, 1998 BY ORDER OF THE BOARD OF
DIRECTORS
Brian Cherry, Secretary
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
----------------------
Whether or not you plan to attend the Annual Meeting, please sign and date
your Proxy card and return it in the enclosed postage prepaid envelope.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
1
<PAGE>
REGI U.S., INC.
#185-10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8
CANADA
PROXY STATEMENT
This Proxy Statement and the accompanying Proxy are being sent to
shareholders on or about October 5, 1998, for use in connection with the
Annual Meeting of Shareholders (the "Annual Meeting") of REGI U.S., Inc. (the
"Company") to be held on Monday, November 2, 1998. Only those shareholders
of record at the close of business on September 24, 1998, the record date,
shall be entitled to vote. The number of shares of the Company's common
stock (the "Common Stock"), outstanding and entitled to vote at the Annual
Shareholders' Meeting is 9,248,300.
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
the Company, with the cost of solicitation borne by the Company.
Solicitation may be made by directors and officers of the Company.
Solicitation may be made by use of the mails, by telephone, facsimile and
personal interview. The Company does not expect to pay any compensation for
the solicitation of proxies, except to brokers, nominees and similar
recordholders for reasonable expenses in mailing proxy materials to
beneficial owners.
If the enclosed Proxy is duly executed and received in time for the meeting,
it is the intention of the persons named in the Proxy to vote the shares
represented by the Proxy FOR the two nominees listed in this Proxy Statement
and FOR the other item listed in the Proxy, unless otherwise directed. Any
proxy given by a shareholder may be revoked before its exercise by notice to
the Company in writing, by a subsequently dated proxy, or at the Meeting
prior to the taking of the shareholder vote. The shares represented by
properly executed, unrevoked proxies will be voted in accordance with the
specifications in the Proxy. Shareholders have one vote for each share of
Common Stock held, including the election of directors. Shareholders are not
entitled to cumulate their votes in the election of directors.
BUSINESS OF THE MEETING
There are two matters being presented for consideration by the shareholders
at the Annual Meeting, the election of two (2) directors and the approval of
Elliot Tulk Pryce Anderson as auditors of the Company.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
--------------------------------------
GENERAL
The Company's Bylaws ("Bylaws") currently provide that the number of
directors must fall within a range of 2 to 9, the exact number to be
determined by the Board of Directors. Directors are elected for a term of
one year and until their successors have been elected and qualified. There
are currently two (2) directors of the Company.
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES
The following tables set forth certain information with respect to the
nominees for director. The table includes their ages and their principal
occupations with the Company. All nominees have been directors since the
Company was founded. The table also indicates the number of shares of Common
Stock beneficially owned by each individual on September 24, 1998 (including
exercisable options) and the percentage of Common Stock outstanding on that
date that the individual's holdings represented.
<TABLE>
<CAPTION>
SHARES AND
PERCENTAGE
OF COMMON STOCK
PRINCIPAL OCCUPATION BENEFICIALLY OWNED AS
NAME AND AGE OF DIRECTOR OF SEPTEMBER 24, 1998
------------------- ------------------------- -----------------------
<S> <C> <C>
John G. Robertson, 56 President and Chief Executive 5,676,050 shares
Officer 70.8%
Brian Cherry, 58 Vice President and Secretary 300,500
3.3%
</TABLE>
JOHN ROBERTSON been the Chairman, President and Chief Executive Officer of
the Company since its formation. For more than the past ten years he has
also been the president of Reg Technologies, Inc., a public company listed on
the Vancouver Stock Exchange, which he founded. He is also the President and
Founder of Teryl Resources Corp., a public company involved in gold, diamond,
and oil and gas exploration. Mr. Robertson is also President and Founder of
SMR Investments, Ltd., the management company for both Teryl Resources Corp.
and Reg Technologies, Inc.. SMR has been in business since 1979 and owns
major share positions in Teryl Resources Corp., Reg Technologies, Inc. and
other public companies. He is also President of Flame Petro Minerals Corp.,
a private company with interests in oil and gas and gold prospects, and
President of IAS Communications, Inc., which is developing a new type of
antenna system.
BRIAN CHERRY has been Vice President, Secretary and a Director of the Company
since its inception. His family has owned a pump manufacturing company in
Vancouver for a number of years and has made significant contributions to the
improved design of the Original Engine and the development of the RC/DC
Engine for the Company. Mr. Cherry has also been a Director of Flame Petro
Minerals Corp. From October 20, 1994 through the present he has also served
as Vice President in charge of patents and technology for Rand Cam Engine.
From April 1990 through the present Mr. Cherry has acted as Secretary and
Treasurer to Reg Technologies, Inc. His duties include overseeing technical
and patent data on the RC/DC Engine for the Company.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND MANAGEMENT
The following sets forth information concerning the Board of Directors and
management of the Company during the fiscal year ended April 30, 1998.
<PAGE>
BOARD OF DIRECTORS
The Company's Board of Directors had one meeting and executed several
unanimous consent resolutions in 1998. Each director attended the meeting.
BOARD COMMITTEES
The Board of Directors does not have any committees.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, all
directors and officers of the Company filed statements of changes in
Beneficial Ownership in a timely manner during fiscal 1998.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth information with respect to the executive
officers who are not directors of the Company. All executive officers are
elected annually by the Board of Directors and serve at the discretion of the
Board of Directors.
<TABLE>
<CAPTION>
Age as of
Name Sept. 24, 1998 Position
---- -------------- --------
<S> <C> <C>
Jennifer Lorette 26 Vice President, Treasurer,
Principal Accounting Officer
and Chief Financial Officer
Patrick R. Badgley 55 Vice President, Research and
Development
</TABLE>
JENNIFER H. LORETTE has been a Vice President and Chief Financial Officer of
the Company since June 1994. From April 1994 through the present she has
also been Vice President of Administration for Reg Technologies, Inc. From
December 1994 through the present she has acted as Secretary of IAS
Communications Inc. Between December 1992 and June 1994 she was employed in
various capacities by Reg Technologies, Inc. Ms. Lorette has also been the
Vice President and CFO of Flame Petro Minerals Corp.
PATRICK R. BADGLEY was appointed Vice President, Research and Development of
the Company in February 1994. He is directing and participating in the
technical development of the Rand Cam compressor, gasoline engine and diesel
engine. Previously, Mr. Badgley had been employed for 16 years at Adiabatics,
Inc., in Columbus, Indiana. Between 1986 and 1994, Mr. Badgley was the
Director of Research and Development at Adiabatics, where he directly oversaw
several government and privately sponsored research programs including the
lightweight, quiet 30 kW APU project for ARPA. He was also the Program
Manager for the Gas Research Institute project for emissions reduction of
two-stoke cycle natural gas engines. He was also Program Manger for several
coal fuel diesel engine programs for the Department of Energy and for
uncooled engine programs for a Wankel
<PAGE>
engine for NASA and for a piston type diesel engine for the U.S. Army. Mr.
Badgley's work has covered all phases of research, design, development and
manufacturing, from research on ultra-high speed solenoids and fuel sprays,
to new product conceptualization and production implementation of fuel pumps
and fuel injectors. Previously, he also worked at Curtiss Wright and John
Deere on Wankel engine development. Mr. Badgley received his Bachelor of
Science degree in Mechanical Engineering from Ohio State University and has
done graduate work at Purdue University. Mr. Badgley is also a director and
officer of IAS Communications Inc.
FAMILY RELATIONSHIPS - none.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
To the best knowledge of the Officers and Directors of the Company, neither
the Company nor any of its Officers and Directors are parties to any legal
proceeding or litigation. Further, the Officers and Directors know of no
threatened or contemplated legal proceedings or litigation other than as
described below. None of the Officers and Directors have been convicted of a
felony or none have been convicted of any criminal offense, felony and
misdemeanor relating to securities or performance in corporate office. To
the best of the knowledge of the Officers and Directors, no investigations of
felonies, misfeasance in office or securities investigations are either
pending or threatened at the present time.
COMPENSATION OF DIRECTORS AND OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate cash compensation paid for
services rendered to the Company during the last three fiscal years by the
Company's Chief Executive Officer and the Company's most highly compensated
executive officers who served as such at the end of the last fiscal year. No
executive officer had an annual salary and bonus in excess of $100,000 during
such year.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- -------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#)(1)
------------------ ---- ---------- -------- --------------- -------------
<S> <C> <C> <C> <C> <C>
John G. Robertson 1998 -0- -0- -0- -0-
President, Chief 1997 -0- -0- -0- -0-
Executive Officer 1996 -0- -0- -0- 300,000
Brian Cherry 1998 -0- -0- -0- -0-
Vice President and 1997 -0- -0- -0- 50,000
Director 1996 -0- -0- -0- -0-
Patrick Badgley 1998 -0- -0- $30,000 -0-
Vice President 1997 $46,200 -0- -0- -0-
1996 $46,200 -0- -0- -0-
<PAGE>
Jennifer Lorette, 1998 $ 6,000 -0- -0- -0-
Vice President 1997 $ 6,000 -0- -0- -0-
1996 $ 2,000 -0- -0- 50,000
</TABLE>
- --------------------------
(1) Represents options granted under the Company's 1993 Key Employees Incentive
Stock Option Plan.
No other significant compensation has been paid directly or accrued to any
other officer or director of the Company during the year ended April 1998.
On March 31, 1994 the Company entered into a management agreement with Access
Information Services, Inc., a Washington corporation which is owned and
controlled by John G. Robertson, under which the Company retained Access at
the rate of $2,500 to provide certain management, administrative, and
financial services for the Company.
The Company has no other agreement at this time, with any officer or
director, regarding employment with the company or compensation for services
other than herein described. Compensation of officers and directors is
determined by the Company's Board of Directors and is not subject to
shareholder approval.
STOCK OPTION PLAN
The Company adopted a Key Employees Incentive Stock Option Plan on April 30,
1993. The Plan authorizes the issuance of up to 2,000,000 shares of Common
Stock of the Company to be issued to employees. As of April 30, 1998, the
Company had issued options for approximately 1,097,500 shares.
OPTION GRANTS IN LAST FISCAL YEAR
No grants of stock options were made during the fiscal year ended April 30,
1998 to the Company's Chief Executive and the other executive officers named
in the above Summary Compensation Table.
STOCK OPTIONS EXERCISED IN LAST FISCAL YEAR AND HELD AT END OF FISCAL YEAR -
APRIL 30, 1998
The following table sets forth certain information with respect to
options exercised during fiscal 1998 by the Company's Chief Executive Officer
and the other executive officers named in the above Summary Compensation
Table, and with respect to unexercised options held by such persons at the
end of fiscal 1998.
<TABLE>
<CAPTION>
SHARES VALUE OF UNEXERCISED
ACQUIRED ON VALUE NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
EXERCISE REALIZED OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END(1)
-------- -------- -------------------------- ----------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John G. Robertson -0- N/A 300,000 -0- $37,500 -0-
Patrick Badgley -0- N/A 75,000 -0- $9,375 -0-
Jennifer Lorette -0- N/A 60,000 -0- $7,500 -0-
<PAGE>
Brian Cherry 50,000 $4,000 125,000 -0- $15,625 -0-
</TABLE>
- ----------------------------
(1) The calculation of the value of unexercised options are based on the
difference between the last sale price of $1.125 per share for the
Company's Common Stock on Wednesday, April 30, 1998, as reported by
NASD, and the exercise price of each option, multiplied by the number
of shares covered by the option.
LONG TERM INCENTIVE PLAN AWARDS
The Company does not have any Long Term Incentive Plans.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
The Company does not have any employment contracts, termination of employment
and change of control arrangements.
REPRICING OF OPTIONS
The Company has never repriced any outstanding options.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 24, 1998, the amount and the
percentage of the Company's Common Stock owned of record or beneficially by
each officer, director and holder, or person known by the Company to own
beneficially, more than five percent of the voting interest in the Company's
Common Stock, and all officers and directors as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE
TITLE NAME AND ADDRESS OF OF BENEFICIAL OF BENEFICIAL
OF CLASS BENEFICIAL OWNER OWNERSHIP(1) OWNERSHIP(1)
-------- ---------------- ----------------- -------------
<S> <C> <C> <C>
Common Rand Energy Group Inc. 5,367,900(2) 58%
1030 West Georgia St.
Vancouver, B.C., V6E 2Y3
Common Brian Cherry 300,500(3) 3.3%
5451 Floyd Avenue
Richmond, B.C. Canada
Common John G. Robertson 5,676,050(4) 61.9%
4040 Amundsen Place
Richmond, B.C. Canada
Common Patrick R. Badgley 75,000(6) 0.8%
2815 Franklin Drive
Columbus, IN 47201
Common Jennifer Lorette 60,500(5) 0.65%
419-5880 Dover Crest
Richmond, B.C. Canada
<PAGE>
AMOUNT AND NATURE PERCENTAGE
TITLE NAME AND ADDRESS OF OF BENEFICIAL OF BENEFICIAL
OF CLASS BENEFICIAL OWNER OWNERSHIP(1) OWNERSHIP(1)
-------- ---------------- ----------------- -------------
<S> <C> <C> <C>
Common James McCann 5,367,900(2) 58%
211 -107 E. Broadway
Vancouver, B. C.
Common All officers and 6,112,050 66.1%
directors as a group
(five persons)
</TABLE>
- ---------------------------
1. Based upon 9,248,300 shares issued and outstanding and assuming exercise
of options. A person is deemed to be the beneficial owner of securities
that can be acquired by such person within 60 days from the date hereof
upon the exercise of options. Each beneficial owner's percentage ownership
is determined by assuming that options that are held by such person and
which are exercisable within 60 days from such date are exercised.
2. Rand Energy Group is owned 51% by Reg Technologies Inc. and 49% by Rand Cam
Engine Corp. Rand Cam Engine Corp. is a privately held company whose stock
is reportedly owned 50% by The Watchtower Society, a religious
organization, 34% by James McCann and the balance by several other
shareholders. Mr. McCann has indicated that he donated the shares held by
The Watchtower Society to that organization but has retained a voting proxy
for those shares.
3. Brian Cherry owns 175,500 shares and options on an additional 125,000
shares.
4. John G. Robertson owns 8,150 shares and holds options to acquire 300,000
shares of the Company's Common Stock. Susanne M. Robertson, the wife of
John G. Robertson, owns SMR Investment Ltd. which holds a controlling
interest in Reg Technologies Inc. Therefore, Mr. Robertson is deemed to
also be the beneficial owner of the shares owned by Rand Energy Group,
Inc., which is 51% controlled by Reg Technologies Inc.
5. Ms. Lorette owns 500 shares and owns options to purchase an additional
60,000 shares.
TRANSACTIONS WITH DIRECTORS
Pursuant to an agreement dated August 1992 (the "August 1992 Agreement"), the
Company issued 5,700,000 shares of its Common Stock at a deemed value of
$0.01 per share to Rand Energy Group Inc. ("REGI") in exchange for certain
valuable rights, technology, information, and other tangible and intangible
assets relating to the United States rights to the Rand Cam Engine (the
"Original Engine"). REGI is a privately-held British Columbia corporation
which is 51% controlled by Reg Technologies, Inc., a publicly-held British
Columbia corporation ("Reg Tech"). Reg Tech's president is also the
president of the Company and its Vice President and Secretary is also a
Director of the Company.
The Company also agreed to pay semiannually to REGI a royalty of 5% of any
net profits to be derived by the Company from revenues received as a result
of its license of the Original Engine.
As part of the August 1992 Agreement, the Company also agreed to pay
semiannually to Brian Cherry a royalty of 1% of any net profits to be derived
by the Company from revenues received as a result of the August 1992
Agreement.
<PAGE>
Also in August 1992, the Company sold 300,000 shares of its Common Stock at
$0.01 per share to Brian Cherry.
In an agreement dated April 13, 1993 among the Company, REGI, Reg Tech and
Brian Cherry (the "April 1993 Agreement"), and made as an amendment to a
previous Amendment Agreement dated November 23, 1992, between REGI, Reg
Resources Corp. (Reg Tech) and Brian Cherry and an original agreement dated
July 30, 1992, between REGI, Reg Resources Corp. and Brian Cherry, Cherry
agreed to: (a) sell, transfer and assign to REGI all his right, title and
interest in and to the technology related to the RC/DC Engine, (the
"Technology") including all pending and future patent applications in respect
of the Technology for all countries except the United States of America,
together with any improvements, changes or other variations to the
Technology; (b) sell, transfer and assign to the Company (then called Sky
Technologies Inc.), all his right, title and interest in and to the
Technology, including all pending and future patent applications in respect
of the Technology for the United States of America, together with any
improvements, changes or other variations to the Technology.
Other provisions of the April 1993 Agreement call for the Company (a) to pay
to REGI a continuing royalty of 5% of the net profits derived from the
Technology by the Company and (b) to pay to Brian Cherry a continuing royalty
of 1% of the net profits derived from the Technology by the Company.
A final provision of the April 1993 Agreement assigns and transfers ownership
to the Company of any patents, inventions, copyrights, know-how, technical
data, and related types of intellectual property conceived, developed or
created by REGI or its associated companies either prior to or subsequent to
the date of the agreement, which results or derives from the direct or
indirect use of the Original Engine and/or RC/DC Engine technologies by REGI.
In November 1993, in consideration for certain technology transferred to the
Company, as described above, Brian Cherry was issued 100,000 Common Shares of
Reg Tech (deemed value $200,000). There was no connection between this
transaction and the transaction involving the acquisition of the Canadian
rights to the Machine Vision Technology described below. At that time the
Company did not have available cash to pay to Mr. Cherry and there was no
public market for the stock of the Company. Based upon his desire for some
degree of immediate liquidity, management agreed to issue shares of Reg Tech
to Mr. Cherry and to treat this as an advance. As previously noted, Reg Tech
owns 51% of REGI which owns 66.7% of the Common Stock of the Company. Both
Mr. Cherry and Mr. Robertson are officers and directors of both the Company
and Reg Tech.
The terms of the agreements referenced above were negotiated by the parties
in non-arm's-length transactions but were deemed by the parties involved to
be fair and equitable under the circumstances existing at the time.
In 1995, the Company acquired an exclusive limited sublicense to market and
distribute in Canada the rights to Machine Vision Technology for the
following consideration:
i) $200,000;
<PAGE>
ii) royalty payments equal to 2% of all net revenue derived from sales in
Canada, to be paid 30 days after the end of each calendar quarter;
iii) minimum annual royalty payments as follows:
<TABLE>
<S> <C>
$
December 31, 1996 1,000
December 31, 1997 3,000
December 31, 1998 4,500
annually thereafter 6,000
</TABLE>
On October 31, 1995, the Company sold its rights to the Machine Vision
Technology to Reg Tech for $200,000. All obligations pursuant to the
sublicense were transferred to Reg Tech.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO BE
ELECTED AS DIRECTORS.
PROPOSAL NO. 2 - APPROVAL OF AUDITORS
-------------------------------------
The Board of Directors recommends that Elliott Tulk Pryce Anderson serve as
auditors of the Company until the next Annual Meeting of Shareholders.
Elliott Tulk Pryce Anderson, independent Chartered Accountants, performed the
audit of the consolidated financial statements for the Company for the year
ended April 30, 1997. Representatives of Elliott Tulk Pryce Anderson will
not be present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
OTHER BUSINESS
---------------
The Board of Directors knows of no other matters to be brought before the
shareholders at the Annual Meeting. In the event other matters are presented
for a vote at the Meeting, the proxy holders will vote shares represented by
properly executed proxies in their discretion in accordance with their
judgment on such matters.
At the Meeting, management will report on the Company's business and
shareholders will have the opportunity to ask questions.
October 5, 1998 BY ORDER OF THE BOARD OF DIRECTORS
John G. Robertson, President
<PAGE>
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OF
REGI U.S. INC.
PLEASE SIGN AND RETURN IMMEDIATELY
I, the undersigned shareholder of REGI U.S., INC. (the "Company"),
hereby nominate, constitute and appoint John Robertson, the President and a
Director of the Company, or failing him,____________________ (with full power
to act alone), as my true and lawful attorney, with full power of
substitution, to vote for me and in my name, place and stead all of the stock
of the Company standing in my name and on its books on September 24, 1998
(the "Record Date"), at the Annual Meeting of Shareholders to be held in
meeting room 216 at the Holiday Inn, Vancouver Airport, 10720 Cambie road,
Richmond, British Columbia, Canada at 10:00 a.m., on Monday, November 2,
1998, or at any adjournments thereof, with all the powers the undersigned
would possess if personally present, as follows:
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY AND WILL BE VOTED "FOR" THE INDIVIDUALS AND THE PROPOSITION LISTED
BELOW UNLESS THE SHAREHOLDER, BY SO SIGNIFYING IN THE SPACES PROVIDED BELOW,
WITHHOLDS AUTHORITY TO VOTE FOR THEM OR VOTES AGAINST SAID PROPOSITION.
1. ELECTION OF DIRECTORS. ELECTING THE PERSONS LISTED BELOW TO SERVE AS
DIRECTORS FOR THE ENSUING YEAR.
John Robertson FOR / / WITHHOLD / /
Brian Cherry FOR / / WITHHOLD / /
2. APPROVAL OF ELLIOTT TULK PRYCE ANDERSON, CHARTERED ACCOUNTANTS, AS AUDITORS
OF THE COMPANY UNTIL THE CLOSE OF THE NEXT ANNUAL MEETING.
FOR / / WITHHOLD / / ABSTAIN / /
3. OTHER MATTERS. In their discretion, upon such other matters as may
properly come before the meeting.
The Board of Directors recommends a vote "FOR" the individuals and the
proposition listed above.
DATED , 1998.
-------------------------------
- -----------------------------------------
-------------------------------------
-------------
Name of Shareholder (please print) Name of Shareholder (please print)
<PAGE>
- -----------------------------------------
-------------------------------------
Signature of Shareholder Signature of Shareholder
No. of Shares:
--------------------------
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. ALL
JOINT OWNERS MUST SIGN. WE URGE YOU TO SIGN AND RETURN THIS PROXY AS
PROMPTLY AS POSSIBLE TO NEVADA AGENCY & TRUST COMPANY, 50 WEST LIBERTY
STREET, SUITE 880, RENO, NV. 89501 - WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR
PROXY. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
<PAGE>
NOTES TO FORM OF PROXY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM VOTING ON
ANY POLL AS REQUESTED BY A SHAREHOLDER OR PROXYHOLDER (PROVIDED THE
INSTRUCTIONS ARE CERTAIN). IF THE SHAREHOLDER HAS SPECIFIED A CHOICE WITH
RESPECT TO ANY OF THE ITEMS ABOVE BY MARKING AN "X" IN THE SPACE PROVIDED FOR
THAT PURPOSE THE SHARES WILL BE VOTED ON ANY POLL IN ACCORDANCE WITH THAT
CHOICE. (IN THE ABSENCE OF INSTRUCTIONS MADE ON A FORM OF PROXY, IT IS THE
INTENTION OF THE MANAGEMENT DESIGNEE, IF NAMED AS PROXY, TO VOTE FOR THE
APPROVAL OF ALL OF THE MATTERS REFERRED TO IN THE NOTICE OF MEETING.)
THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR
VARIATIONS OF THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND WITH
RESPECT TO OTHER MATTERS WHICH MIGHT PROPERLY COME BEFORE THE MEETING.
A Shareholder has the right to designate a person (who need not be a
Shareholder of the Company), other than directors, officers of the Company
and the management designee, to attend and act for him at the Meeting. Such
right may be exercised by inserting in the blank space provided in the Form
of Proxy, the name of the person to be designated and deleting therefrom, the
names of the management designee or by completing another proper form of
proxy and delivering same to the office of the Transfer Agent of the Company,
Nevada Agency & Trust Company, 50 West Liberty Street, Suite 880, Reno, NV,
89501 - no later than forty-eight (48) hours (excluding Saturdays, Sundays,
and holidays) before the time set for the Meeting or any adjournment thereof.
The Form of Proxy, to be valid, must be signed by the Shareholder or by his
attorney duly authorized in writing, or, if the Shareholder is a corporation,
the Form of Proxy shall be executed by an officer of such corporation or by
an attorney duly authorized in writing. If the Form of Proxy is executed by
an attorney for an individual shareholder or by an officer or attorney of a
corporate shareholder, the instrument so empowering the officer or attorney,
as the case may be, or a notarial copy thereof, must accompany the Form of
Proxy.
A proxy to be effective must be deposited at the office of the Transfer Agent
of the Company, no later than forty-eight (48) hours (excluding Saturdays,
Sundays and holidays) before the time set for the Meeting or any adjournment
thereof.
