SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED BY A PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 Rule 14a-11 (c) or Rule 14a-12
HYPERDYNAMICS CORPORATION
________________________________
(Name of Registrant as Specified in Its Charter)
________________________________
(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
Rule 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:
<PAGE>
(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 the filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
HYPERDYNAMICS CORPORATION
2656 SOUTH LOOP WEST, SUITE 103
HOUSTON, TEXAS 77054
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 2000
The Annual Meeting of Stockholders (the "Annual Meeting") of HyperDynamics
Corporation (the "Company") will be held in the Embassy One Room of the
Embassy Suites Hotel at 9090 Southwest Freeway, Houston, Texas 77074, on July
21, 2000 at 10:00 AM (CST) for the following purposes:
(1) To elect five (5) directors.
(2) To ratify the selection of Malone & Bailey, PLLC as the Company's
independent auditor for the fiscal year ending June 30, 2000.
(3) To act upon such other business as may properly come before the
Annual Meeting.
Only holders of common stock of record at the close of business on May 8,
2000, will be entitled to vote at the Annual Meeting or any adjournment thereof.
You are cordially invited to attend the Annual Meeting. Whether or not you
plan to attend the Annual Meeting, please sign, date and return your proxy to us
promptly. Your cooperation in signing and returning the proxy will help avoid
further solicitation expense.
BY ORDER OF THE BOARD
OF DIRECTORS
/s/ Kent Watts
Chairman of the Board and
President
June 27, 2000
Houston, Texas
<PAGE>
HYPERDYNAMICS CORPORATION
2656 SOUTH LOOP WEST, SUITE 103
HOUSTON, TEXAS 77054
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 2000
This proxy statement (the "Proxy Statement") is being furnished to
stockholders (the "Stockholders") in connection with the solicitation of proxies
by the Board of Directors of HyperDynamics Corporation, a Delaware corporation
(the "Company") for their use at the Annual Meeting (the "Annual Meeting") of
Stockholders of the Company to be held in the Embassy One Room of the
Embassy Suites Hotel at 9090 Southwest Freeway, Houston, Texas 77074, on July
21, 2000 at 10:00 AM (CST), and at any adjournments thereof, for the purpose of
considering and voting upon the matters set forth in the accompanying Notice
of Annual Meeting of Stockholders (the "Notice"). This Proxy Statement and
the accompanying form of proxy (the "Proxy") are first being mailed to
Stockholders on or about June 27, 2000. The cost of solicitation of proxies is
being borne by the Company.
The close of business on May 8, 2000, has been fixed as the record date
for the determination of Stockholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. As of record date, there were
13,007,888 shares of the Company's common stock, par value of $0.001 per share
(the "Common Stock"), issued and outstanding. The presence, in person or by
proxy, of a majority of the outstanding shares of Common Stock on the record
date is necessary to constitute a quorum at the Annual Meeting. Each share is
entitled to one vote on all issues requiring a Stockholder vote at the Annual
Meeting. Each nominee for Director named in Number 1 must receive a majority of
the votes cast in person or by proxy in order to be elected. Stockholders may
not cumulate their votes for the election of Directors. The affirmative vote of
a majority of the shares of Common Stock present or represented by proxy and
entitled to vote at the Annual Meeting is required for the ratification of
Number 2 set forth in the accompanying Notice.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Annual Meeting in accordance
with the directions on the proxies. IF NO DIRECTION IS INDICATED, THE SHARES
WILL BE VOTED (I) FOR THE ELECTION OF THE NOMINEES NAMED HEREIN, AND (II) FOR
THE RATIFICATION OF MALONE & BAILEY, PLLC AS THE COMPANY'S INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING JUNE 30, 2000. The Board of Directors is not aware
of any other matters to be presented for action at the Annual Meeting.
However, if any other matter is properly presented at the Annual Meeting, it
is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment on such matters.
<PAGE>
The enclosed Proxy, even though executed and returned, may be revoked at
any time prior to the voting of the Proxy (a) by execution and submission of a
revised proxy, (b) by written notice to the Secretary of the Company, or (c) by
voting in person at the Annual Meeting.
_________________________________________________________
(1) TO ELECT FIVE (5) DIRECTORS FOR THE ENSUING YEAR
_________________________________________________________
NOMINEES FOR DIRECTOR
The persons named in the enclosed Proxy have been selected by the Board of
Directors to serve as proxies (the "Proxies") and will vote the shares
represented by valid proxies at the Annual Meeting of Stockholders and
adjournments thereof. They have indicated that, unless otherwise specified in
the Proxy, they intend to elect as Directors the nominees listed below. All the
nominees are presently members of the Board of Directors. Each duly elected
Director will hold office until his successor shall have been elected and
qualified.
Unless otherwise instructed or unless authority to vote is withheld, the
enclosed Proxy will be voted for the election of the nominees listed below.
Although the Board of Directors of the Company does not contemplate that any of
the nominees will be unable to serve, if such a situation arises prior to the
Annual Meeting, the persons named in the enclosed Proxy will vote for the
election of such other person(s) as may be nominated by the Board of Directors.
The Board of Directors unanimously recommends a vote FOR the election of
each of the nominees listed below.
Kent Watts, age 41, became Chairman of the Board of Directors and was named
the Company's President and Chief Executive Officer on June 4, 1997. He has
served as a Director, Chief Financial Officer, and Chief Information Officer of
the Company since January 17, 1997. Mr. Watts has been a certified public
accountant in Texas since 1985 and a licensed real estate broker since 1979. He
received a Bachelor of Business Administration Degree from the University of
Houston in 1983. Mr. Watts founded MicroData Systems, Inc., a subsidiary of the
Company, in 1988 and has been MicroData's CEO until he became President and
Chief Executive Officer of Hyperdynamics Corporation. He has extensive
experience working with management information systems. Mr. Watts has been
involved in the design, implementation and management of heterogeneous,
multiprotocol networks. He has substantial technical experience with a variety
of operating systems, relational databases, and client-server based software
applications. He brings to the Company an interesting blend of business and
technical experience.
<PAGE>
Robert J. Hill, age 46, has served as the Chief Operating Officer of the
Company since June 1996 and as Chief Operating Officer and a Director of the
Company since August 26, 1996. In July, 1997, Mr. Hill was appointed
vice-president of the Company. Before joining the Company, Mr. Hill served for
two years as vice president of Hudson Trinity Incorporated, a privately held
Internet service provider and network engineering company that also contracted
senior network engineers to Loral Space Systems, Inc., the principal civilian
contractor for the design, development and installation of NASA's new manned
space flight control center. Previously, Mr. Hill served for three years as
Acquisition Manager for Loral Space Systems, Inc. Mr. Hill has earned an MBA
degree from South Eastern Institute of Technology and a BA degree from the State
University of New York at Potsdam.
Harry James Briers, age 37, has been a Director since March 2, 2000. Mr.
Briers was also elected as Vice President of Operations for Hyperdynamics
Corporation and named the Chief Operating Officer. From 1988 until May of 1998,
Mr. Briers owned and operated Perfect Solutions, a software consulting firm in
Houston, Texas. He was named President of Ithost.net Corporation (wholly owned
subsidiary) in May of 1999. He served as the Director of Integrated Information
Systems when he joined the company in May of 1998. Prior to that, he founded and
operated Perfect Solutions, an office automation systems provider, for over ten
years. He has extensive experience in the selling and implementation of mission
critical software applications. Prior work experience included consulting for
Ernst and Young in their Entrepreneurial Services Group. Harry has BS in
Accounting and a MBA from the University of Houston - Clear Lake.
Bob P. Lewis, age 59, has been a Director since March 2, 2000. From 1995
through 1998, Mr. Lewis was chairman of BPL Investments, Inc. Since 1998 Mr.
Lewis, has been an independent investor and associate with Prudential Allied
Realtors in Pearland, Texas. Mr. Lewis specializes in commercial Real Estate and
is expected to be instrumental with regard to the Company's strategies
pertaining to integration of Technology and Real Estate. Mr. Lewis has also been
a past Director of Total World Telecom, a publicly traded long distance carrier
in the early 1990's. Mr. Lewis has a B.S. degree in Mathematics from University
of Memphis and MS in Systems Management from University of Southern California.
Christopher D. St. Laurent, age 33, has been a Director since March 13,
2000. From 1992 through 1994, Mr. St. Laurent was an Investment Analystwith
Central United Life Insurance Co. From 1994 through 1997, Mr. St. Laurent was
Chief Operating Officer / Financial Analyst with Paul L. Comstock Co. Mr. St.
Laurent is the Managing Partner for Vista Analytics, LLC of Sugarland, Texas.
Vista Analytics provides financial services and back-office support for
Financial Advisors by assisting them in everything from capital market research
and asset allocation modeling to the ongoing monitoring of client portfolios,
and everything in between. Mr. St. Laurent's strong financial management
background is expected to provide valuable insight for management. He has a
Finance degree from the University of Houston and carries NASD licenses Series 2
and 63.
<PAGE>
EXECUTIVE OFFICERS
Messrs. Watts, Hill and Briers are directors and executive officers of the
Company. In addition, Lewis E. Ball serves as the Company's corporate
secretary.
Lewis E. Ball, age 69, has served as the secretary of the Company since
1997 and as the Chief Financial Officer from June 1996 to January 1997. Mr.
Lewis has been a financial consultant to a number of companies since 1993.
Mr. Ball has served as a director of JVWeb, Inc. since 1997 and as secretary and
treasurer of JVWeb, Inc. since 1998. Mr. Ball has many years of industry
experience as a Chief Financial Officer with Stevenson Services, Inc. and
Richmond Tank Car Company (from 1983 to 1993). Mr. Ball is a Certified
Public Accountant and a Certified Management Accountant. Mr. Ball has a
B.B.A. in Finance from the University of Texas, and he did post-graduate
work in accounting at the University of Houston.
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company has no compensation committee, no audit committee, and no
nominating committee. Decisions concerning nominees for Director and executive
officer compensation for fiscal 1999 were made by the full Board of Directors.
The Board of Directors held regular meetings and took action by unanimous
written consent on 10 occasions during the fiscal year ended June 30, 1999, in
which all Directors took part.
Our Directors are elected annually and hold office until the next annual
meeting of our stockholders or until their successors are elected and qualified.
Officers are elected annually and serve at the discretion of the Board of
Directors. There is no family relationship between any of our directors and
executive officers. Board vacancies are filled by a majority vote of the Board.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company believes that all persons have complied with Section 16(A) of
the Securities Exchange Act.
EXECUTIVE COMPENSATION
The following sets forth all forms of compensation we paid our executive
officers for our fiscal years ended June 30, 1999, 1998 and 1997. No executive
officer of ours received compensation that exceeded $100,000 during 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation Long Term Compensation
-------------------- ------------------------
Awards
------
Payouts
-------
Other Securities
Name and Annual Restricted Underlying
Principal Fiscal Compen- Stock Options/ LTIP All
Position Year Salary Bonus Sation Awards SARs Payouts Other
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kent
Watts (1) 1999 $ 84,000 -0- -0- -0- -0- -0- -0-
CEO, President 1998 84,000 -0- -0- -0- -0- -0- -0-
and CFO 1997 60,000 -0- -0- -0- -0- -0- -0-
Robert J.
Hill (1) 1999 72,000 -0- -0- -0- -0- -0- -0-
Vice President 1998 72,000 -0- -0- -0- -0- -0- -0-
1997 72,000 -0- -0- -0- 130,000 -0- -0-
________________
<FN>
(1) We provide executive officers with other personal benefits which do not exceed the
lesser of $50,000 or 10% of annual compensation. These amounts are omitted.
</TABLE>
<PAGE>
DIRECTOR COMPENSATION
We do not currently pay any cash fees to our Directors, but we pay
Directors' expenses in attending board meetings. There have been no
director meeting expense reimbursements for 1999 and 1998.
EMPLOYEE STOCK OPTION PLAN
We have been successful in attracting and retaining qualified personnel.
We believe that our future success will depend in part on our continued ability
o attract and retain highly qualified personnel. We pay wages and salaries
that we believe are competitive. We believe that equity ownership is an
important factor in our ability to attract and retain skilled personnel,
including consultants. We have adopted an employee stock option plan. This is
not a written plan. Up to 1,620,000 options to purchase common stock may be
granted pursuant to this plan. These options will vest over a five-year or
other negotiated period. These options will have an exercise price to be
determined at the time of each grant based on the then current market value of
the stock. Our President has the authority to negotiate stock option agreements
with our employees and our consultants. The purpose of the stock option plan
will be to further our interests by providing incentives in the form of stock
options to key employees, consultants, and directors who contribute materially
to our success and profitability. The grants will recognize and reward
outstanding individual performances and contributions and will give the
recipients a proprietary interest in us, thus enhancing their personal interest
in the our continued success and progress. This plan will assist us in
attracting and retaining key employees and directors. As of May 15, 2000,
options to purchase all of the 1,620,000 shares have been granted under this
plan of which 1,006,181 options have already been exercised.
CHIEF EXECUTIVE OFFICER COMPENSATION
On July 21, 1999, we gave Mr. Watts an employment agreement which provides
for a base salary of $100,000 annually and a performance-based incentive of 5%
of our adjusted net income, up to an additional $100,000 in salary. The maximum
salary under this agreement is $200,000 annually. Mr. Watts will receive
options to purchase up to 7,000 shares of common stock at an exercise price of
$1.00 per share for each $1,000,000 of revenue generated during our fiscal year
ending June 30, 2000 that is in excess of the revenues reported for the fiscal
year ended June 30, 1999.
<PAGE>
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following describes as of May 8, 2000, the beneficial ownership of
our outstanding common stock of:
- Each person known to us who beneficially owns more than 5% of the common
stock
- Each of our Directors
- Each of our executive officers
- All of our executive officers and directors as a group
Each of these principal stockholders has sole voting and investment power
for the shares each owns.
Name and Address of Number of Shares Percent of
Beneficial Owner Beneficially Owned Common Stock
--------------------------------------------------------------------------------
Kent Watts
2656 South Loop West, Suite 103
Houston, Texas 77054 1,040,000 (1) 7.862%
Robert J. Hill
2656 South Loop West, Suite 103
Houston, Texas 77054 127,600 (2) 0.965%
Harry James Briers
2656 South Loop West, Suite 103
Houston, Texas 77054 120,000 (3) 0.907%
Bobby P. Lewis
2905 Country Club Drive
Pearland, Texas 77478 10,700 (4) 0.081%
Christopher D. St. Laurent 99,000 (5) 0.748%
One Sugar Creek Center, Suite 1045
Sugar Land, Teas 77478
Lewis E. Ball
2656 South Loop West
Suite 103
Houston, Texas 77054 54,560 (6) 0.412%
<PAGE>
Emerald Bay Interests LTD 5,833,333 44.100%
3rd Floor, Genesis Bldg.
Georgetown, Grand Cayman, BWI
All directors and executive officers
as a group (6 persons) 1,451,860 10.980%
__________________
(1) This amount includes options to purchase 15,000 shares at $2.00 per
share and options to purchase 10,000 shares at $5.9125.
(2) This amount includes options to purchase up to 100,000 shares of our
common stock at a strike price of $1.25 per share.
(3) This amount includes options to purchase up to 10,000 shares of our
common stock at an exercise price of $2.00 per share and options to
purchase up to 10,000 shares of our common stock at an exercise price of
$5.9125 per share.
(4) This amount includes options to purchase up to 10,000 shares of our
common stock at an exercise price of $5.9125.
(5) This amount includes options to purchase up to 10,000 shares of our
common stock at an exercise price of $5.9125.
(1) This amount includes options to purchase up to 8,760 shares of our
common stock at an exercise price of $.75 per share and options to
purchase up to 33,300 shares of our common stock at an exercise price
of $1.25 per share, and warrants to purchase up to 12,500 shares of
our common stock at an exercise price of $.51 price share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our Board of Directors has adopted a policy that all of our affairs will be
conducted by standards applicable to publicly-held corporations and that we will
not enter into any transactions or loans between us and our officers, directors
and 5% shareholders, unless the terms are no less favorable than we could obtain
from independent, third parties, and that these types of transactions must be
approved by our disinterested directors.
Michael Watts, the brother of Kent Watts, was retained by us in April, 1996
as a consultant for acquisition strategy. We granted 275,000 stock options to
Michael Watts. Our Board of Directors renewed the consulting agreement with
Michael Watts through March, 2000. In December, 1997, we extended the
original consulting agreement and granted an additional 375,000 options which
are exercisable as follows: 1/3 of which are exercisable at a strike price of
$.625 per share; 1/3 of which are exercisable at a strike price of $1.00 per
<PAGE>
share; and 1/3 of which are exercisable at a strike price of $1.375 per share.
All of these options were vested and exercised as of May 11, 1999. In April,
1999, we granted Michael Watts an additional 350,000 options exercisable at a
strike price of $.50 per share that expire in March, 2001, pursuant to a new
consulting agreement in which the board of directors maintains discretionary
power over the vesting of such options, based on performance of his consulting
agreement. Of these, Michael Watts has previously vested in and exercised
106,181 of these options through December 1999, and currently holds 237,638
options as of May 15, 2000 exercisable upon vesting by the board of directors at
a strike price of $.50 per share.
During 1997, we sold a convertible promissory note to Emerald Bay Interests
LTD for $350,000. The interest rate on the note was 10% and had a maturity date
in November, 1997. At that time we were unable to pay off the note. In
January, 1998, Emerald Bay Interests LTD agreed to convert the note into
5,833,333 shares of our common stock. This resulted in Emerald Bay Interests
LTD becoming a control person of us.
In December, 1998, Kent Watts purchased a convertible promissory note of
ours from a note holder. This note in the original principal amount of $25,000
had an interest rate of 9% per annum and matured in May, 1998. We had not made
any payments of principal or interest on the note. In May, 1999, we paid off
this promissory note to Kent Watts at a 50% discount to the principal balance
remaining without any accrued interest, or $12,500. This transaction
extinguished our debt under this promissory note.
In September, 1999, we sold 100% of the equity of our then wholly-owned
subsidiary, Wired and Wireless Corporation, to Ted W. Tarver, one of our
then-directors who resigned as our director in connection with the sale of Wired
& Wireless to him. We had concluded that Wired & Wireless no longer fit into
our business strategy. The consideration we received for this transaction was a
revenue sharing agreement that provides that we will receive, after the
effective date of the sale, 7% of the gross revenues of Wired & Wireless for
the first $714,286 of its revenue, 5% of its next $1,000,000 in revenue, and 3%
of its revenues thereafter. The revenue sharing agreement further provides that
in the event a third party acquires or merges with Wired and Wireless we will
receive 10% of the proceeds from such a transaction. The Wired and Wireless
subsidiary's asset value represented approximately 17.9% of the our consolidated
assets at September 30, 1999. We had a loss of $184,546 for fiscal year end
June 30, 1999 of which approximately 15%, or $27,625, was attributable Wired and
Wireless. The terms of the sale of Wired and Wireless Corporation to Mr. Tarver
were the result of negotiations between the parties, however no appraisal was
done. All of the disinterested directors voted in favor of the sale.
_________________________________________________________
(2) TO RATIFY THE SELECTION OF MALONE & BAILEY, PLLC
AS THE COMPANY'S INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING JUNE 30, 2000
_________________________________________________________
<PAGE>
The Board of Directors has selected Malone & Bailey, PLLC as the
Company's independent audit or for the current fiscal year. Although not
required by law or otherwise, the selection is being submitted to the
Stockholders of the Company as a matter of corporate policy for their
approval.
The Board of Directors wishes to obtain from the Stockholders a
ratification of their action in appointing their existing certified public
accountant, Malone & Bailey, PLLC ,independent auditor of the Company for the
fiscal year ending June 30, 2000. Such ratification requires the affirmative
vote of a majority of the shares of Common Stock present or represented by proxy
and entitled to vote at the Annual Meeting.
In the event the appointment of Malone & Bailey, PLLC, as independent
auditor is not ratified by the Stockholders, the adverse vote will be
considered as a direction to the Board of Directors to select other independent
auditors for the fiscal year ending June 30, 2000.
A representative of Malone & Bailey is expected to be present at the
Annual Meeting with the opportunity to make a statement if he so desires and to
respond to appropriate questions.
The Board of Directors unanimously recommends a vote FOR the ratification
of Malone & Bailey, PLLC as independent auditor for fiscal year ending June 30,
2000.
WE HAVE A NEW CERTIFYING ACCOUNTANT
John B. Evans II audited the financial statements of the Company for the
years ended June 30, 1999 and 1998. The Board of Directors of HyperDynamics
Corporation determined that it would be in the best interests of the Company to
engage a new auditor who was a member of the SEC Practice Section of the AICPA
and subject to the peer review requirements of the AICPA SEC Practice Section.
John B. Evans II was dismissed on April 18, 2000. Simultaneously the Company
engaged Malone & Bailey, PLLC as the new independent auditor.
There were no disagreements between the Company and John B. Evans II
whether resolved or not resolved, on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which,
if not resolved, would have caused them to make reference to the subject matter
of the disagreement in connection with their report. Since July 1, 1999, and
through the present, there were no reportable events requiring disclosure. The
Company has authorized John B. Evans II to respond fully to inquiries from
Malone & Bailey, PLLC regarding the disclosure in this Form 8-K. The report of
John B. Evans II for the two most recent fiscal years did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.
<PAGE>
The decision to change principal accountants was recommended and approved
by the Company's Board of Directors and made at their request. During the
Company's two most recent fiscal year, and since then, John B. Evans II has
not advised the Company that any of the following exist or are applicable:
(1) That the internal controls necessary for the Company to develop
reliable financial statements do not exist, that information has come to
their attention that has lead them to no longer be able to rely on
management's representations, or that has made them unwilling to be
associated with the financial statements prepared by management;
(2) That the Company needs to expand significantly the scope of its audit, or
that information has come to their attention that if further investigated
may materially impact the fairness or reliability of a previously issued
audit report or the underlying financial statements or any other financial
presentation, or cause them to be unwilling to rely on management's
representations or be associated with the Company's financial statements
for the foregoing reasons or any other reason; or
(3) That they have advised the Company that information has come to their
attention that they have concluded materially impacts the fairness or
reliability of either a previously issued audit report or the underlying
financial statements for the foregoing reasons or any other reason.
Prior to the engagement of Malone & Bailey, PLLC as independent auditors,
the Company had not consulted Malone & Bailey, PLLC regarding the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements or any other financial presentation whatsoever.
John B. Evans II has provided a letter addressed to the Securities and
Exchange Commission pursuant to Regulation S-B.
_________________________________________________________
(3) OTHER MATTERS
_________________________________________________________
The Board of Directors is not aware of any other matters to be presented
for action at the Annual Meeting. However, if any other matter is properly
presented at the Annual Meeting, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgement on such matters.
<PAGE>
FUTURE PROPOSALS OF STOCKHOLDERS
The deadline for stockholders to submit proposals to be considered for
inclusion in the Proxy Statement for the Annual Meeting of Stockholders for the
fiscal year ended June 30, 2000 is September 15, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kent Watts
Chairman of the Board and President
Houston, Texas
<PAGE>
PROXY
HYPERDYNAMICS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 2000.
The undersigned hereby appoints Kent Watts and Robert J. Hill, and each of
them as the true and lawful attorneys, agents and proxies of the undersigned,
with full power of substitution, to represent and to vote all shares of Common
Stock of HyperDynamics Corporation held of record by the undersigned on May 8,
2000, at the Annual Meeting of Stockholders to be held in the Embassy One Room
of the Embassy Suites Hotel at 9090 Southwest Freeway, Houston, Texas 77074,
on July 21, 2000 at 10:00 AM (CST), and at any adjournments thereof. Any and
all proxies heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE NOMINEES
LISTED IN NUMBER 1 AND FOR THE RATIFICATION OF NUMBER 2.
1. ELECTION OF DIRECTORS OF THE COMPANY. (INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH,
OR OTHERWISE STRIKE, THAT NOMINEE'S NAME IN THE LIST BELOW.)
|_| FOR all nominees listed |_| WITHHOLD authority to
below except as marked vote for all nominees
to the contrary below
Kent Watts Robert J. Hill Harry James Briers
Bobby P. Lewis Christopher D. St. Laurent
<PAGE>
2. PROPOSAL TO RATIFY THE SELECTION OF MALONE & BAILEY, PLLC AS THE
COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 30, 2000.
|_| FOR |_| AGAINST |_| ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
|_| FOR |_| AGAINST |_| ABSTAIN
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
_____________________ ___________________________________
Number of Signature
Shares Owned
on May 8, 2000
___________________________________
(Typed or Printed Name)
____________________________________
Signature if held jointly
___________________________________
(Typed or Printed Name)
DATED: ___________________________
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED
AT THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY.
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