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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A
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
OSPREY GOLD CORP.
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(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 Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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:______________________________________________________________
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PROXY MATERIALS
OSPREY GOLD CORP.
6100 Neill Road, Suite 500
Reno NV 89511-1159
Tel: 775-688-3000 Fax: 775-688-3088
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of Osprey Gold Corp., (the "Company") will be
held at The Colony Hotel, 155 Harmon Ave. Palm Beach FL 33480 on February 11,
2005, at 5:00 p.m., local time, for the following purposes:
1. To elect three (3) directors to our Board of Directors to serve until the
next annual meeting of shareholders. The nominees are: Georges Benarroch, Linda
Kent, and Jean-Jacques Treyvaud;
2. To change the name of the Company from Osprey Gold Corp. to InterUnion Mining
Corp. and to file a Certificate of Amendment to the Articles of Incorporation
with the State of Nevada, accordingly;
3. To approve a reverse split of the Company's common shares on the basis of ten
(10) old shares for one (1) new shares (10:1) for all shareholders of record on
January 14, 2005; and
4. To transact any other business as may properly come before the meeting or at
any adjournment thereof.
Our Board of Directors has fixed the close of business on January 14, 2005, as
the record date for determining stockholders entitled to notice of, and to vote
at, the meeting. A list of stockholders eligible to vote at the meeting will be
available for inspection at the meeting and for a period of 10 days prior to the
meeting during regular business hours at our registered address, 6100 Neill
Road, Suite 500, Reno NV 89511-1159.
All of our stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the annual meeting of stockholders, your
proxy vote is important. To assure your representation at the meeting, please
sign and date the enclosed proxy card and return it promptly in the enclosed
envelope, which requires no additional postage if mailed in the United States.
Should you receive more than one proxy because your shares are registered in
different names or addresses, each proxy should be signed and returned to assure
that all your shares will be voted. You may revoke your proxy at any time prior
to the meeting. If you attend the meeting and vote by ballot, your proxy will be
revoked automatically and only your vote at the meeting will be counted.
YOUR VOTE IS IMPORTANT
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE TO THE ADDRESS INDICATED.
By order of the Board of Directors,
/s/ Georges Benarroch
Georges Benarroch, President
January 14, 2005
PROXY STATEMENT
GENERAL
SOLICITATION OF PROXIES. This proxy statement is being furnished to the
stockholders of Osprey Gold Corp., a Nevada corporation, in connection with the
solicitation of proxies by our Board of Directors for use at our annual meeting
of stockholders to be held at The Colony Hotel, 155 Harmon Ave. Palm Beach FL
33480 at 5:00 p.m., on February 11, 2005, or at any adjournment thereof. A copy
of the notice of meeting accompanies this proxy statement. It is anticipated
that the mailing of this proxy statement will commence on or about January 24,
2005.
COST OF SOLICITATION. We will bear the costs of soliciting proxies. In addition
to the use of the mails, certain directors or officers of our Company may
solicit proxies by telephone, telegram, facsimile, cable or personal contact.
Upon request, we will reimburse brokers, dealers, banks and trustees, or their
nominees, for reasonable expenses incurred by them in forwarding proxy material
to beneficial owners of shares of our common stock.
OUTSTANDING VOTING SHARES. Only stockholders of record at the close of business
on January 14, 2005, the record date for the meeting, will be entitled to notice
of and to vote at the meeting. As of January 14, 2005, we had 195,404,763 shares
of common stock outstanding, which are our only securities entitled to vote at
the meeting, each share being entitled to one vote.
VOTE REQUIRED FOR APPROVAL. Shares of common stock will vote with respect to
each proposal. Under our Bylaws, Proposals 1, 2, and 3 each require the
affirmative vote of a majority of the votes eligible to be voted by holders of
shares represented at the annual meeting in person or by proxy. With respect to
Proposal 2 votes may be cast by a stockholder in favor of the nominee or
withheld. With respect to Proposals 1, 2, and 3, votes may be cast by a
stockholder in favor or against the Proposals or a stockholder may elect to
abstain. Since votes withheld and abstentions will be counted for quorum
purposes and are deemed to be present for purposes of the respective proposals,
they will have the same effect as a vote against each matter.
Under the NASD Rules of Fair Practice, brokers who hold shares in street name
have the authority, in limited circumstances, to vote on certain items when they
have not received instructions from beneficial owners. A broker will only have
such authority if (i) the broker holds the shares as executor, administrator,
guardian, trustee or in a similar representative or fiduciary capacity with
authority to vote or (ii) the broker is acting under the rules of any national
securities exchange of which the broker is also a member. Broker abstentions or
non-votes will be counted for purposes of determining the presence or absence of
a quorum at the meeting. Abstentions are counted in tabulations of the votes
cast on proposals presented to stockholders, but broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
VOTING YOUR PROXY. Proxies in the accompanying form, properly executed and
received by us prior to the annual meeting and not revoked, will be voted as
directed. In the absence of direction from the stockholder, properly executed
proxies received prior to the Annual Meeting will be voted FOR the nominees of
Management to the Board of Directors and For Proposals 1, 2, and 3. You may
revoke your proxy by giving written notice of revocation to our Secretary at any
time before it is voted, by submitting a later-dated proxy or by attending the
annual meeting and voting your shares in person. Stockholders are urged to sign
and date the enclosed proxy and return it as promptly as possible in the
envelope enclosed for that purpose.
The Board of Directors has nominated the following as Directors who will serve a
one-year term expiring on the anniversary date of the Annual Meeting of
Shareholders of the Company to be held in 2006, and until their successors are
duly elected and qualified.
PROPOSAL ONE
ELECTION OF THE BOARD OF DIRECTORS
Our Bylaws provide that our Board of Directors will consist of not less than one
(1) director, the exact number to be fixed from time-to-time by the Board of
Directors.
NOMINEES
Set forth below is certain information as of January 14, 2005 concerning the
nominees for election at the 2004 Annual Meeting and our current officers,
including the business experience of each for at least the past five years:
Name Age Present Position with the Company Director Since
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Georges Benarroch 56 Director and President September 2004
Linda Kent 49 Director and Corporate Secretary & Treasurer August 2004
Jean-Jacques Treyvaud 66 Director August 2004
Georges Benarroch has served as the President and Chief Executive Officer of
Euro Canadian Securities Limited and its successor company, Credifinance
Securities Limited, an institutional investment bank, based in Toronto, a member
of the Toronto Stock Exchange and the Montreal Exchange and of the Investment
Dealers Association of Canada. Mr. Benarroch is also the President and Chief
Executive Officer of Credifinance Capital Inc. based in Toronto, Canada and
Credifinance Capital Corp. based in Palm Beach, Florida, both companies
specializing in proprietary trading, private equity funding and venture capital.
Mr. Benarroch is a Director of Kyto Biopharma Inc. and BMB Munai Inc. Since
1994, he has also served as President and Chief Executive Officer of InterUnion
Financial Corporation, a "business bank", which in 1996 created InterUnion Asset
Management, a Canadian money management firm with over $1.5 billion under
management prior to being sold in 2001. Mr. Benarroch graduated from the Faculte
de Droit in Toulouse (France), with a B.Sc. degree from the Universite de
Montreal (Canada) in 1970. He received a M.Sc. International Relations and
Economic Development from both the Faculte de Droit de Nice (France) and the
Institut des Hautes Etudes Internationales, both in 1972. Mr. Benarroch
completed a Doctorat de Droit (III cycle) at the Universite de Paris (France) in
1974.
Linda Kent has been in the Brokerage industry since 1979. Prior to joining
Credifinance Securities Limited as Head of Trading in 2000, Ms. Kent was
associated for over 15 years, until it was purchased by a major bank, with a
large Canadian investment firm as Institutional Trader/Manager.
Jean-Jacques Treyvaud spent many years working for the Government of Canada in
various departments including the Secretary of State, Department of Finance,
Department of Sciences & Technology and the Department of Regional Development
Expansion. From there, he moved onto working for several different banks in
Geneva, Switzerland. Mr. Treyvaud is now a private consultant specializing in
Financial Engineering, Corporate Finance, Investors' Relations, Portfolio
Management and Investment Consultant for exclusive international clients and
banking relations in European countries. Mr. Treyvaud speaks four languages
(French, English, German and Italian).
There are no family relationships among the nominees to our Board of Directors.
Management does not expect that any nominee will become unavailable for election
as a director, but, if for any reason that should occur prior to the Annual
Meeting, the person named in the proxy will vote for such substitute nominee, if
any, as may be recommended by Management.
VOTE REQUIRED
Directors are elected by a plurality of votes cast at the Annual Meeting. Unless
contrary instructions are set forth in the proxies, the persons with full power
of attorney to act as proxies at the 2004 Annual Meeting will vote all shares
represented by such proxies for the election of the nominees named therein as
directors. Should any of the nominees become unable or unwilling to accept
nomination or election, it is intended that the persons acting under the proxy
will vote for the election, in the nominee's stead, of such other persons as the
Board of Directors of the Company may recommend. The management has no reason to
believe that any of the nominees will be unable or unwilling to stand for
election or to serve if elected.
Our Board of Directors recommends that our stockholders vote "for" each of the
nominees listed above.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of January 14, 2005, we had 195,404,763 shares of our common stock issued and
outstanding. The following table sets forth the beneficial ownership of our
Common Stock as of that date, for each director and nominee, the President, the
other executive officers, greater than 5% shareholders and for all directors and
executive officers as a group.
Name Current Position Nominee Shares of Common Stock % of Class
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Linda Kent Director
Corporate Secretary & Treasurer Yes 6,781,806 3.471%
Gordon Leliever Director 3,100,000 1.586%
Douglas Budden(1) Director 1,670,652 0.855%
Gerald Baird(2) Director 180,000 0.092%
Georges Benarroch Director, President Yes 100,000 0.051%
Jean-Jacques Treyvaud Director Yes 100,000 0.051%
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All directors, nominees and
Executive officers as a group (6 persons) 11,932,458 6.106%
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(1) Includes shares owned by Hamdenhouse Enterprises Inc., of which
Douglas Budden is beneficial owner.
(2) Includes shares owned by 1504037 Ontario Inc., of which Gerald
Baird is beneficial owner.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of January 14, 2005, the persons named below were, to our knowledge, the only
beneficial owners of more than 5% of the outstanding common stock, other than
directors, nominees and executive officers whose beneficial ownership is
described in the above table.
Name Shares of Common Stock Percentage of Class
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Betty North (1) 58,050,000 29.71%
Finance Research & Development (FRD) Trust (2) 59,288,214 30.34%
Credifinance Capital Corp. (3) 15,500,000 7.93%
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TOTAL 132,838,214 67.98%
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(1) As sole shareholder of Boardwalk Creations Ltd., Betty North is
the beneficial owner of all shares held by Boardwalk Creations
Ltd. Betty North was an officer of Osprey Gold Corp. until
November 15, 2004. Gordon Leliever, Director and former
President, is an affiliate of Boardwalk.
(2) Finance Research & Development (FRD) Trust owns all of the
outstanding shares of Credifinance Capital Corp.
(3) Georges Benarroch, Director and President of Osprey Gold Corp.,
is an officer and director of Credifinance Capital Corp.
EXECUTIVE COMPENSATION
The following chart sets forth the cash and stock compensation paid to each of
our Executive Officers and Directors during the last audited fiscal year, 2003
and for the fiscal year ended December 31, 2004:
Gordon Leliever, President Doug Budden, Vice President Betty North, Corporate Secretary
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Fiscal 2003 $ 31,267.45 $ 27,507.66 $ 29,404.01
Fiscal 2004 Cash $ 51,946.62 $ 25,701.03 $ 54,338.15
Stock $587,000.00 (1) $190,000.00 (2) --
(1) 3,000,000 shares issued at $0.19 per share; 100,000 shares issued
at $0.17 per share
(2) 1,000,000 shares issued at $0.19 per share
COMPENSATION OF DIRECTORS
At the present time the Board of Directors is not compensated in cash. A
Resolution was passed on September 30, 2003 whereby the existing directors were
each to receive 100,000 shares for the year ended December 31, 2004.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stephen A. Diamond, Chartered Accountant, served as the Company's auditor for
the fiscal year ended December 31, 2003 and for the time period from the fiscal
year end through the date of the notice of the 2004 annual shareholders meeting.
AUDIT FEES
Principal accounting fees for professional services rendered for us by Stephen
A. Diamond, Chartered Accountant, for the year ended December 31, 2003, are
summarized as follows:
2003 2004
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Audit $30,000 $35,000
Audit related -- --
Tax -- --
All other -- --
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TOTAL $30,000 $35,000
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PROPOSAL TWO
THAT ARTICLE ONE OF THE ARTICLES OF INCORPORATION BE AMENDED TO CHANGE THE NAME
OF THE COMPANY TO INTERUNION MINING CORP.
Our Board of Directors recommends that stockholders vote in favor of an
amendment to Article One of the Articles of Incorporation to change the name of
the Company to InterUnion Mining Corp.
PROPOSAL THREE
TO AUTHORIZE THE BOARD OF DIRECTORS TO EXECUTE A REVERSE SPLIT OF THE COMPANY'S
ISSUED AND OUTSTANDING COMMON SHARES ON THE BASIS OF TEN OLD TO ONE NEW SHARE
Our Board of Directors recommends that stockholders vote in favor of a reverse
split of the Company's issued and outstanding common shares on the basis of ten
old shares to one new share for all shareholders of record on January 14, 2005.
OTHER MATTERS
We know of no other matters that are to be presented for action at the annual
meeting of stockholders other than those set forth above. If any other matters
properly come before the annual meeting of stockholders, the persons named in
the enclosed proxy form will vote the shares represented by proxies in
accordance with their best judgment on such matters.
2005 SHAREHOLDER PROPOSALS
If you wish to include a proposal in the Proxy Statement for the 2005 Annual
Meeting of Stockholders, your written proposal must be received by the Company
no later than January 31, 2005. The proposal should be mailed by certified mail,
return receipt requested, and must comply in all respects with applicable rules
and regulations of the Securities and Exchange Commission, the laws of the State
of Nevada and our Bylaws. Stockholder proposals may be mailed to the Corporate
Secretary, Osprey Gold Corp., 6100 Neil Road, Suite 500, Reno NV 89511-1159. For
each matter that you wish to bring before the meeting, provide the following
information:
(a) a brief description of the business and the reason for bringing it to the
meeting; (b) your name and record address; (c) the number of shares of Company
stock which you own; and (d) any material interest (such as financial or
personal interest) that you have in the matter.
OSPREY GOLD CORP. (CUSIP 688400100)
ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 11, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned
hereby appoints Georges Benarroch and Linda Kent, severally, as Proxies, each
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse side, all of the shares of
Common Stock of OSPREY GOLD CORP., of record in the name of the undersigned at
the close of business on January 14, 2005, which the undersigned is entitled to
vote at the 2004 Annual Meeting of Stockholders of the Company and at any and
all adjournments thereof, with respect to the matters set forth on the reverse
side and described in the Notice of Annual Meeting and Proxy Statement dated
January 14, 2005, receipt of which is acknowledged.
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder(s). IF NO INDICATION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3 and 4.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
[Name and address of shareholder]
[ ] Mark this box with an X if you have made changes
to your name or address details above.
ANNUAL MEETING PROXY CARD
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[A] PROPOSAL FOR THE ELECTION OF DIRECTORS
1. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE LISTED NOMINEES
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For Against Withhold
01 - GEORGES BENARROCH [ ] [ ] [ ]
02 - LINDA KENT [ ] [ ] [ ]
03 - JEAN-JACQUES TREYVAUD [ ] [ ] [ ]
[B] OTHER PROPOSALS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS
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For Against Withhold
2. TO APPROVE AN AMENDMENT TO ARTICLE ONE OF
THE COMPANY'S ARTICLES OF INCORPORATION
CHANGING THE NAME OF THE COMPANY TO
INTERUNION MINING CORP. [ ] [ ] [ ]
3. TO APPROVE A REVERSE SPLIT OF THE COMPANY'S
ISSUED AND OUTSTANDING COMMON SHARES ON THE
BASIS OF TEN OLD FOR ONE NEW SHARE [ ] [ ] [ ]
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY AND
ALL ADJOURNMENTS THEREOF.
[C] AUTHORIZED SIGNATURES - SIGN HERE - This section must be completed for your
instructions to be executed.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an attorney, 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.
Signature - Please keep signature within the box Date (mm/dd/yyyy)
[ ] [ / / ]
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Name of Shareholder and Capacity (if applicable)
(Please Print Clearly)