MYSTIQUE DEVELOPMENTS, INC.
1820 SOUTH ELENA AVENUE, SUITE B
REDONDO BEACH, CALIFORNIA 90277
(310) 546-5741

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 17, 1997

TO THE STOCKHOLDERS:

The Annual Meeting of the Stockholders of MYSTIQUE DEVELOPMENTS, INC., will
be held at 1801 Broadway, Suite 600, Denver, Colorado at 10:30 a.m. on October
17, 1997, for the purpose of considering and voting upon the following:

1. To elect three directors to hold office until the next Annual Meeting of
Stockholders and until their successors are elected and qualified;

2. To approve an Equity Incentive Plan;

3. To approve an Incentive Stock Option Plan;

4. To ratify previously granted stock options;

5. To approve the appointment of Coopers & Lybrand L.L.P. as the Company's
independent auditors;

6. To amend and restate the Company's Articles of Incorporation to change
the name of the Company to Colorado Wyoming Reserve Company and to delete the
provisions permitting cumulative voting in the election of directors; and

7. To transact such other matters as may properly come before the meeting
or any adjournment(s) thereof.

Only stockholders of record as of the close of business on September 22,
1997 (the "Record Date"), will be entitled to notice of or to vote at this
meeting or any postponement or adjournment(s) thereof. A copy of the Annual
Report to Stockholders for the Fiscal Year Ended June 30, 1997, is enclosed with
this Notice and Proxy Statement.

WE HOPE YOU WILL BE ABLE TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND, PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ACCOMPANYING, ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE
THEIR PROXIES AND VOTE IN PERSON IF THEY SO DESIRE.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ FAISAL CHAUDHARY
Faisal Chaudhary
Secretary
September 25, 1997

MYSTIQUE DEVELOPMENTS, INC.

PROXY STATEMENT

FOR THE

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 17, 1997

INTRODUCTION

This Proxy Statement is furnished to stockholders of Mystique Developments,
Inc., a Wyoming corporation (the "Company"), in connection with the solicitation
of proxies by the Board of Directors of the Company for use at the Annual
Meeting of Stockholders of the Company to be held on October 17, 1997 (the
"Meeting"), and at any adjournment thereof, for the purpose of considering and
voting upon the matters set forth in the Notice of Annual Meeting. The Meeting
will be held at 1801 Broadway, Suite 600, Denver, Colorado at 10:30 a.m. This
Proxy Statement and Proxy are being mailed to Stockholders on or about September
26, 1997.

SHARES OUTSTANDING AND VOTING RIGHTS

Only holders of the Company's $0.01 par value common stock ("Common Stock")
of record as of the close of business on September 22, 1997 (the "Record Date"),
will be entitled to notice of and to vote on matters presented at the Meeting.
On August 15, 1997 there were 1,545,076 shares of Common Stock issued and
outstanding, which constituted all of the outstanding voting securities of the
Company. A majority of the Company's outstanding Common Stock represented in
person or by proxy shall constitute a quorum at the Meeting. WITH RESPECT TO THE
ELECTION OF DIRECTORS (PROPOSAL ONE) THE COMPANY'S ARTICLES OF INCORPORATION
ENTITLE EACH SHARE OF COMMON STOCK TO VOTE CUMULATIVELY. Under cumulative
voting, each share of Common Stock carries the number of votes equal to the
number of directorship vacancies to be filled at the meeting. Thus, each
stockholder has a number of votes equal to the number of shares he owns
multiplied by the number of directorship vacancies. The stockholder may
distribute such votes as he wishes among the candidates for each of the
directorships. If a quorum is present at the Meeting, each directorship vacancy
will be filled by the candidate for such vacancy receiving the greatest number
of affirmative votes. With respect to all corporate matters other than the
election of directors, each share of Common Stock is entitled to one vote and
each fractional share is entitled to a fractional vote on any matters presented
at the Meeting. If a quorum is present at the Meeting, the affirmative vote of a
majority of shares voting is required for the approval of Proposals Two, Three,
Four, Five and Six, and any other proper matter.

If the enclosed Proxy is properly executed and returned, the shares
represented thereby will be voted at the Meeting in the manner specified. If no
specification is made on the Proxy, then the shares shall be voted in accordance
with the recommendations of the Board of Directors. A Proxy may be revoked by a
stockholder at any time prior to the exercise thereof by written notice to the
Secretary of the Company, by submission of another Proxy bearing a later date,
or by attending the Meeting and voting in person.

The accompanying Proxy will also be voted in connection with the
transaction of such other business as may properly come before the Meeting or
any adjournment or adjournments thereof. Management knows of no other matters
other than the matters set forth above to be considered at the Meeting. If,
however, any other matters properly come before the Meeting or any adjournment
or adjournments thereof, the persons named in the accompanying Proxy will vote
such Proxy in accordance with their best judgment on any such matter. The
persons named in the accompanying Proxy will also, if in their judgment it is
deemed to be advisable, vote to adjourn the Meeting from time to time.

PROXY SOLICITATIONS

The cost of proxy solicitation by or on behalf of the Board of Directors
will be borne by the Company. In addition to solicitation of proxies by use of
the mail, certain of the Company's officers, directors or employees may solicit
proxies personally or by telephone. Such officers, directors or employees will
receive no additional remuneration in connection with the solicitation of
proxies. The Company will also, where appropriate, request brokers, dealers,
banks and their nominees to transmit proxy materials to their clients and will
reimburse them for reasonable expenses related thereto.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
CUMULATIVE VOTING IS PERMITTED

Under the Company's Articles of Incorporation (the "Articles of
Incorporation"), the number of directors on the Company's Board of Directors is
determined according to the Company's Bylaws. The current number of members of
the Board of Directors is fixed at three. At the Meeting, directors shall be
elected to serve until the Annual Meeting of Stockholders in the year 1998.

Pursuant to the requirements of the Articles of Incorporation, directors
are elected by cumulative voting. This method of voting applies for purposes of
electing directors only. Under cumulative voting, each share of Common Stock
carries the number of votes equal to the number of directorship vacancies to be
filled at the meeting. Thus, each stockholder has a number of votes equal to the
number of shares owned, multiplied by the number of directorship vacancies to be
filled at the meeting. The stockholder may distribute such votes as he wishes
among the candidates for each of the directorships (i.e., the stockholder may
cast all such votes for a single nominee or may distribute them among any two or
more nominees). If a quorum is present at the Meeting, the three nominees who
receive the highest number of votes represented in person or by proxy at the
Meeting shall be the directors who will serve for the next year and until their
successors are elected and qualified.

The board is currently composed of three members. Each of the nominees for
election is currently a director of the Company. The nominees for election as
directors to serve for a one year term expiring at the Annual Meeting of
Stockholders in the year 1998 are Kim M. Fuerst, Faisal Chaudhary and J. Samuel
Butler. All of the nominees have expressed their willingness to serve, but if,
because of circumstances not contemplated, any of the nominees is not available
for election, the Proxy holders named in the enclosed Proxy form intend to vote
for such other person or persons as the Board of Directors may nominate.
Information with respect to each nominee is set forth under the heading entitled
"Management - Directors and Executive Officers."

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION AS DIRECTORS OF THE PERSONS NOMINATED.

APPROVAL OF THE COMPANY'S EQUITY INCENTIVE PLAN
(PROPOSAL NO. 2)

The Board of Directors of the Company has adopted, and submits for
shareholder approval, the Mystique Developments, Inc. Equity Incentive Plan. A
majority of the shares represented in person or by proxy which are entitled to
be voted at the Meeting is required for adoption of this proposal. The summary
of the Plan which appears below is qualified by reference to the full text of
the Plan attached hereto as Appendix I.

On April 5, 1997, the Board of Directors of the Company adopted the Plan
under which various equity incentives may be granted to certain key employees,
non-employee directors and consultants of the Company in order to provide such
participants with added incentives to continue in the long-term service of the
Company and to

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attract, retain and motivate such participants by providing an opportunity for
investment in the Company to seek to enhance the profitability and value added
of the Company for the benefit of its shareholders.

One of the purposes of the Plan is to provide performance based incentives.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
enacted in 1993, generally limits the Company's federal income tax deduction for
compensation paid to the Company's chief executive officer and four other
highest paid executives in excess of $1 million to any executive. However, to
the extent compensation is "performance-based compensation" within the meaning
of Code section 162(m), it will not be subject to the Code section 162(m)
deduction limitation. While the Company does not presently expect to make awards
that would approach the $1 million limit at the time of grant, the value of
stock-based awards could rise substantially over time, and the Company desires
to have maximum flexibility in structuring awards to attain the best tax result
for the Company and the participant. Additionally, as discussed below, some of
the shares of Company stock issued under the Plan may not be performance based.
Set forth below is a description of the features of the Plan.

EQUITY INCENTIVE PLAN SUMMARY

To ensure the availability of equity awards to attract, motivate and retain
employees, on April 5, 1997, the Board of Directors adopted the Plan, subject to
stockholder approval at the Annual Meeting, under which 2,500,000 shares of
Common Stock will be authorized for issuance.

The Plan is intended to advance the interests of the Company by providing
long-term incentives to the Company's employees, non-employee directors and
consultants. Under the Plan, the Company may grant to employees and consultants
awards of stock, restricted stock, stock options, performance shares,
performance units or any combination thereof.

The Plan is administered by the Board of Directors or the Incentive Plan
Committee with respect to all grants. The Incentive Plan Committee, if appointed
by the Board, would consist of at least two "non-employee" and "outside" members
of the Board. Subject to the terms of the Plan, the Board of Directors
determines the persons to whom awards are granted, the type of award granted,
the number of shares granted, the vesting schedule, the type of consideration to
be paid to the Company upon exercise of options and the terms of any option.

Under the Plan, the Company may grant both ISOs intended to qualify under
Section 422 of the Code, and options which are not qualified as incentive stock
options ("non-statutory stock options"). Incentive stock options may be granted
only to persons who are employees of the Company.

ISOs may not be granted at an exercise price of less than the fair market
value of the Common Stock on the date of grant. The exercise price of
non-statutory stock options granted under the Plan may be less than the fair
market value of the Common Stock on the date of grant, such exercise price to be
determined by the Board of Directors. The exercise price of ISOs granted to
holders who own more than 10% of the total combined voting power of all classes
of stock of the Company or any parent or subsidiary corporation of the Company
must be at least 110% of the fair market value of the Common Stock on the date
of grant, and the term of these options cannot exceed five years. In all other
cases, the terms of the options cannot exceed 10 years from the date of grant.

Under the performance award component of the Plan, participants may be
granted an award denominated in shares of Common Stock or in dollars.
Achievement of the performance targets, or multiple performance targets
established by the Board of Directors relating to corporate, group, unit or
individual performance, based upon standards set by the Board of Directors, will
entitle the participant to payment at the full amount specified with respect to
the award, subject to adjustment at the discretion of the Board of Directors in
the event of performance exceeding the minimum performance target, but below the
maximum performance target applicable to such award. Payment may be made in
cash, Common Stock or any combination thereof, as determined by the Board of
Directors, and will be adjusted in the event the participant ceases to be an
employee of the Company before the end of a performance cycle by reason of
death, disability or retirement. The Plan provides for cancellation of all
outstanding awards upon a participant's termination of employment for any other
reason during a performance cycle.

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Under the restricted stock component of the Plan, the Company may, in
selected cases. issue to a plan participant a given number of shares of
restricted stock. Restricted stock under the Plan is Common Stock restricted as
to sale, pending fulfillment of such vesting schedule and employment
requirements as the Board of Directors determines. Prior to the lifting of the
restrictions, the participant will nevertheless be entitled to receive
distributions in liquidation and dividends on, and to vote the shares of, the
restricted stock. The Plan provides for forfeiture of restricted stock for
breach of the conditions of grant. Upon a participant's death, disability or
retirement, all employment period and other applicable restrictions will lapse
and such shares will be fully nonforfeitable.

As of August 15, 1997, there were no outstanding options under the Plan.

The Board of Directors may amend the Plan at any time or may terminate such
plan without the approval of the stockholders. However, stockholder approval is
required for any amendment which increases the number of shares for which
options may be granted, changes the designation of the class of persons eligible
to participate or changes in any material respect the limitation or provisions
of the options subject to the plans. However, no action by the Board of
Directors or stockholders may alter or impair any award previously granted
without the consent of the award holder.

FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

The following is a general summary of the federal income tax consequences
that may apply to recipients of options, performance shares and performance
units under the Plan. Because the application of tax laws may vary according to
individual circumstances, a participant should seek professional tax advice
concerning the tax consequences to him of participating in the Plan, including
the potential application and effect of state, local and foreign tax laws and
estate and gift tax considerations.

Incentive Stock Options ("ISO")

A participant who is granted an ISO recognizes no taxable income when the
ISO is granted. Generally, no taxable income is recognized upon exercise of an
ISO unless the alternative minimum tax applies as described below. Instead, a
participant who exercises an ISO recognizes taxable gain or loss when he sells
his shares. Any gain or loss recognized on the sale of shares acquired upon
exercise of an ISO is taxed as long-term capital gain or loss if the shares have
been held for more than one year after the option was exercised and for more
than two years after the option was granted. In this event, the Company receives
no deduction with respect to the ISO shares. Long-term capital gains of
individuals presently may be taxed at lower rates than ordinary income but the
deductibility of capital losses remains subject to limitation.

If the participant disposes of the shares within one year after the option
was exercised or within two years after the option was granted (a "disqualifying
disposition"), he recognizes ordinary income on disposition of the shares, to
the extent of the difference between the fair market value on the date of
exercise (or potentially up to six months thereafter if the participant is
subject to Section 16(b) of the Exchange Act) and the option price; provided,
however, that in the case of a disposition where a loss, if sustained, would be
recognized for tax purposes, the ordinary income recognized shall not exceed the
net gain upon such disposition. Any additional gain will be taxed as capital
gain. Any loss will be taxed as a capital loss. The Company generally receives a
corresponding deduction in the year of disposition equal to the amount of
ordinary income recognized by the participant.

Effect of Alternative Minimum Tax

Certain taxpayers who have significant tax preferences (and other items
allowed favorable treatment for regular tax purposes) may be subject to the
alternative minimum tax ("AMT"). The AMT is payable only if and to the extent
that it exceeds the taxpayer's regular tax liability, and any AMT paid generally
may be credited against subsequent regular tax liability. For purposes of the
AMT, an ISO is treated as if it were an NSO (see below). Thus, the difference
between fair market value on the date of exercise (or potentially up to six
months thereafter) and the option price is included in income for AMT purposes,
and the taxpayer receives a basis equal to such fair market

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value for subsequent AMT purposes. However, regular tax treatment (see above)
will apply for AMT purposes if a disqualifying disposition, where a loss, if
sustained, would be recognized, occurs in the same taxable year as the options
are exercised.

Non-Statutory Stock Options ("NSO")

The tax treatment of NSOs differs significantly from the tax treatment of
ISOs. No taxable income is recognized when an NSO is granted. but upon the
exercise of an NSO, the difference between the fair market value of the shares
on the date of exercise and the option price is taxable as ordinary income and
generally is deductible by the Company. If the participant is subject to Section
16(b) of the Exchange Act, the date for measuring taxable income potentially may
be deferred for up to six months after the date of exercise (unless the optionee
makes an election under Section 83 (b) of the Code within 30 days after
exercise), in which case the participant will be taxed currently upon exercise
of the NSO in an amount equal to the excess, if any, of the fair market value of
the shares at that time over the option price. Any future appreciation in the
shares will be treated as capital gain upon the sale or exchange of the shares.

Restricted Stock

In general, a participant will not recognize taxable income upon the
receipt of Restricted Stock, because such stock will be subject to restrictions
which constitute a "substantial risk of forfeiture" within the meaning of
Section 83 of the Internal Revenue Code of 1986, as amended (the "Code")
(including, for this purpose, any restriction under Section 16(b) of the
Exchange Act). Rather, the participant will recognize ordinary income at such
time as the restrictions no longer apply, in an amount equal to the fair market
value of the stock at that time over the amount, if any, paid for the stock.
However, a participant may elect to be taxed currently upon receipt of the stock
(without regard to such restrictions) by making an election under Section 83(b)
of the Code within 30 days of receipt. In this event, the participant will
recognize ordinary income at the time of the receipt of the stock in an amount
equal to the excess, if any, of the fair market value of the stock at that time
over the amount, if any, paid for the stock. However, if the shares are later
forfeited, the participant will not be entitled to any loss (except for any
amount actually paid for the stock). Any future appreciation in the stock will
be treated as capital gain upon the sale or exchange of the stock. The amount of
compensation income to the participant generally is deductible by the Company.
Any dividends paid to the participant on Restricted Stock before the stock is
taken into income are ordinary compensation income to the participant and
generally are deductible by the Company.

Performance Shares

A participant will recognize taxable income upon the receipt of stock in
payment of performance shares in an amount equal to the fair market value of the
stock at such time. If the participant is subject to Section 16(b) of the
Exchange Act, the date of taxation potentially may be deferred for up to six
months (unless the participant makes an election under Section 83(b) of the Code
within 30 days after receipt). The amount of income recognized by the
participant generally is deductible by the Company.

Performance Units

A participant will recognize ordinary compensation income on the receipt of
cash in payment of performance units. This amount generally is deductible by the
Company.

Withholding

The Company may withhold any taxes required by any law or regulation of any
governmental authority, whether federal, state or local, in connection with any
stock option or other award under the Plan, including, but not limited to
withholding of any portion of any payment or withholding from other compensation
payable to the participant, unless such person reimburses the Company for such
amount.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" AND IN FAVOR OF ADOPTION OF
THE EQUITY INCENTIVE PLAN

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APPROVAL OF INCENTIVE STOCK OPTION PLAN
(PROPOSAL NO. 3)

The Board of Directors of the Company has adopted, and submits for
shareholder approval, the Incentive Stock Option Plan for Kim M. Fuerst,
President of the Company (the "Incentive Plan"). A majority of the shares
represented in person or by proxy which are entitled to be voted at the Meeting
is required for approval of this proposal. The summary of the Incentive Plan
below is qualified by reference to the full text of the Plan, attached hereto as
Appendix II.

On October 18, 1996, the Board of Directors of the Company adopted the
Incentive Plan, subject to stockholder approval at the next Annual Meeting,
under which incentive stock options for the purchase of 500,000 shares of Common
Stock may be granted to Kim M. Fuerst to provide him with added incentives to
continue in the long-term service of the Company and to create in him a more
direct interest in the future success of the Company operations by relating his
incentive compensation to increases in stockholder value. The Incentive Plan is
administered by the Board of Directors, which may amend the Incentive Plan at
any time or may terminate such plan without the approval of the stockholders,
unless such approval is necessary or desirable. However, no such amendment may
adversely affect any award previously granted without the consent of Mr. Fuerst.

Under the Incentive Plan, all stock options are intended to qualify as ISOs
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
ISOs may not be granted at an exercise price of less than the fair market value
of the Common Stock on the date of grant, such exercise price to be determined
by the Board of Directors. On October 18, 1996, the Board of Directors
authorized (subject to stockholder ratification) a grant to Mr. Fuerst of all
500,000 options at an exercise price of $1.00 per share, which the Board
determined to be the fair market value of the Common Stock as of such date. (See
Proposal No. 4.) The options expire on October 17, 2006.

FEDERAL INCOME TAX CONSEQUENCES OF THE INCENTIVE PLAN

The general summary of federal income tax consequences set forth above
relating to Incentive Stock Options, the Effect of Alternative Minimum Tax and
Withholding under the Company's Equity Incentive Plan (Proposal No. 2) is
applicable to the ISOs granted to Mr. Fuerst under the Incentive Plan. Please
refer to such discussions under Proposal No. 2.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" AND IN FAVOR OF ADOPTION OF
THE INCENTIVE STOCK OPTION PLAN.

RATIFICATION OF PREVIOUSLY GRANTED STOCK OPTIONS
(PROPOSAL NO. 4)

On October 18, 1996, the Board of Directors authorized grants to Faisal
Chaudhary and J. Samuel Butler, directors of the Company, of nonqualified stock
options to purchase 500,000 and 200,000 shares, respectively, of the Company's
common stock, $.01 par value per share, at an exercise price of $1.00 per share.
The Board of Directors determined that the exercise price of $1.00 per share was
equal to the fair market value of the Company's Common Stock on such date. The
options were immediately exercisable and will expire on October 17, 2006. To
date, however, all such options remain unexercised.

Also on October 18, 1996, the Board of Directors authorized a grant to Kim
M. Fuerst, President and CEO of the Company, of options to purchase 500,000
shares of Common Stock at an exercise price of $1.00 per share, determined by
the Board of Directors to equal the fair market value of the Company's Common
Stock on the date of the option grant. Mr. Fuerst's options are intended to
qualify as incentive stock options under the requirements of

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Section 422 of the Internal Revenue Code of 1986, as amended, and were granted
pursuant to the Incentive Stock Option Plan approved by the Board on October 18,
1996 and submitted herewith for stockholder approval (See Proposal No. 3.). Mr.
Fuerst's options were immediately exercisable and will expire on October 17,
2006. To date, all of Mr. Fuerst's options remain unexercised.

The affirmative vote of the holders of at least a majority of the shares
entitled to vote at the Meeting is required for ratification of the previously
granted stock options in order that the grant transactions comply with the
provisions of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), to preserve their status as exempt under Section 16(b) of the 1934
Act. Mystique stockholders are being asked to ratify these stock option grants
in order to compensate Mystique officers and directors for their dedication and
time expended in the service of Mystique, and their efforts to enhance
stockholder value and realize opportunities.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" AND IN FAVOR OF APPROVAL AND
RATIFICATION OF SUCH PREVIOUSLY GRANTED STOCK OPTIONS.

APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 5)

Action is to be taken by the stockholders at the Meeting with respect to
the approval of the selection by the Company's Board of Directors of Coopers &
Lybrand L.L.P. to be the independent auditor for the current fiscal year.
Coopers & Lybrand L.L.P. has served as the Company's independent auditor since
1995. Coopers & Lybrand L.L.P. does not have and has not had at any time any
direct or indirect financial interest in the Company and does not have and has
not had at any time any connection with the Company in the capacity of promoter,
underwriter, voting trustee, director, officer or employee. Neither the Company,
nor any officer, director, or associate of the Company, has any interest in
Coopers & Lybrand L.L.P.

A representative of Coopers & Lybrand L.L.P. will be present at the Meeting
and will have the opportunity to make a statement if he or she so desires and
will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" AND IN FAVOR OF THE APPROVAL
OF SUCH APPOINTMENT.

APPROVAL OF THE AMENDMENT AND RESTATEMENT
OF THE COMPANY'S ARTICLES OF INCORPORATION
(PROPOSAL NO. 6)

Action is to be taken by the stockholders at the Meeting with respect to
the approval of an amendment and restatement of the Company's Articles of
Incorporation. The Amended and Restated Articles of Incorporation, attached
hereto as Appendix III, would restate the Company's Articles of Incorporation as
recently amended by the Board of Directors, to eliminate the initial members of
the Board and the initial registered agent. In addition, if approved at the
Meeting, the name of the Company would be changed from Mystique Developments,
Inc. to Colorado Wyoming Reserve Company, and the provisions permitting
cumulative voting in the election of directors would be deleted.

Under cumulative voting, each share of Common Stock carries the number of
votes equal to the number of directorship vacancies to be filled at the meeting.
Thus, each stockholder has a number of votes equal to the number of shares owned
multiplied by the number of directorship vacancies to be filled at the meeting.
The stockholder may distribute such votes as he wishes among the candidates for
each of the directorships (i.e. the stockholder may cast all such votes for a
single nominee or may distribute them among any two or more nominees). If a
quorum is present at a meeting of shareholders, the nominees who receive the
highest number of votes represented in person or

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by proxy at the meeting shall be the directors who will serve for the next year
and until their successors are elected and qualified.

STATEMENT BY THE BOARD OF DIRECTORS IN FAVOR OF THE PROPOSAL TO ELIMINATE
CUMULATIVE VOTING

Cumulative voting permits the election of one or more directors by a
relatively small group of shareholders. Directors so elected by a particular
group might represent the narrow, special interests of that group rather than
the interests of all shareholders. In addition, cumulative voting would
introduce the possibility of factionalism within the Board, impairing the
ability of Board members to work together effectively and discouraging qualified
individuals from serving as directors.

The Board believes that each director should represent the interests of all
of the Company's stockholders. This principle is best served under a system of
straight voting, which provides for the election of each director by a plurality
of the votes cast by the stockholders as a whole rather than by a vote of a
minority constituency.

The use of cumulative voting has declined significantly over the years.
Many companies have eliminated cumulative voting, and most states that once
mandated cumulative voting in corporate elections have repealed that
requirement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AMENDMENT AND RESTATEMENT OF THE ARTICLES OF INCORPORATION OF THE COMPANY.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages and titles of the executive
officers and the members of the Board of Directors of the Company.

NAME AGE POSITION

Kim M. Fuerst........................... 46 President, Chief Executive Officer and
Director
Faisal Chaudhary........................ 24 Secretary and Director
J. Samuel Butler........................ 52 Director
David L. Milanesi....................... 50 Treasurer, Chief Financial and Accounting
Officer

KIM M. FUERST, 46, has been President, Chief Executive Officer and Director
since September 1996. From 1994 to 1996 he was a Vice President of Van Kasper
and Company, an investment banking firm. From 1989 to 1994 he served in various
capacities at Great Northern Gas Company including Vice President of Finance and
as a Director. From 1982 to 1990 he was President and Chief Operating Officer of
Karen Oil Company which, during this period, drilled over 100 wells and operated
those wells that were producing wells. Over the past 25 years he has worked in a
variety of energy related positions, both as an independent producer and as an
investment banker.

FAISAL CHAUDHARY, 24, has been Secretary and Director since September 1996.
He is a graduate of Chapman University with a degree in Commerce, and is working
on his degree in law on a part time basis.

J. SAMUEL BUTLER, 52, Director, formed Trinity Petroleum Management, LLC
and ST Oil Company in 1996 and serves as President and Chief Executive Officer
of both companies. From 1989 to 1994, he served as Director, President and Chief
Executive Officer of Sterling Energy Corp. and the Chief Executive Officer of
Sheffield Exploration Company, Inc. from September 1990 to May 1996. Also during
the period of September, 1989 to

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December, 1994, Mr. Butler was a founding principal in Petrie Parkman & Co., an
investment banking firm specializing in upstream energy financing. Previously,
he was President and Chief Operating Officer of Columbus Energy Corp. (Denver,
Colorado) from 1985 to 1989, and today, continues to serve as a director
Columbus. Mr. Butler joined the predecessor of Columbus, Consolidated Oil and
Gas, Inc., in 1974 and held the position of Vice President of Exploration,
Senior Vice President of Oil and Gas Operations and Executive Vice President and
Chief Operating Officer. After receiving a degree in Petroleum Engineering from
the Colorado School of Mines, Mr. Butler pursued graduate studies in the field
of Mineral Economics at that institution. He is a past Director of the
Independent Petroleum Association of America and past Director of the
Independent Petroleum Association of the Mountain States.

DAVID L. MILANESI, 50, has been Treasurer, Chief Financial and Accounting
Officer of the Company since July 15, 1997. Mr. Milanesi served as Treasurer and
Chief Financial Officer of Sheffield Exploration Company, Inc. (or its
predecessor, Knight Royalty Corporation) from December 1981 to June 1996, and as
Vice President from September 1990 to June 1996. He served as Controller from
December 1981 until September 1988 and as Secretary from January 1983 to
September 1988 and from March 1991 to June 1996. Mr. Milanesi is a Certified
Public Accountant and has a Masters Degree in Business Administration from
Northwestern University.

All directors of the Company serve one year terms and hold office until the
annual meeting in the year in which their respective terms expire or until their
respective successors are duly elected and qualified. There is no arrangement or
understanding between any director of the Company and any other person or
persons pursuant to which such director was or is to be selected as a director
or a nominee for director. All officers of the Company serve at the discretion
of the Board of Directors and until the next annual meeting of directors of the
Company. There are no family relationships between any director, officer or
person nominated or chosen to become a director or officer and any other such
persons.

COMMITTEES AND MEETINGS

During the fiscal year ended June 30, 1997, the Board of Directors held two
meetings. Faisal Chaudhary attended less than 75% of such meetings. The Board of
Directors of the Company has no established committees to which it has delegated
any authority.

DISCLOSURE OF FILINGS BY INSIDERS

The Company's directors, executive officers and persons who are beneficial
owners of more than 10% of the Company's Common Stock ("10% beneficial owners")
are required to file reports of their holdings and transactions in Common Stock
with the Commission and to furnish the Company with such reports. Based solely
upon its review of the copies the Company has received or upon written
representations it has obtained from certain of these persons, the Company
believes that, as of June 30, 1997, the following directors and/or executive
officers failed to timely file the following forms: Kim M. Fuerst - Form 3, Form
4 and Form 5 reflecting three transactions; J. Samuel Butler Form 3 and Form 5
reflecting two transactions; Faisal Chaudhary - Form 3, Form 4 and Form 5
reflecting three transactions.

CHANGE IN CONTROL

In a private transaction in September 1996, a change of control of the
Company occurred when Kim M. Fuerst and Faisal Chaudhary each purchased 112,500
shares of Common Stock from Mystique Resources Company, reducing the ownership
percentage of Mystique Resources Company from 46.6% to approximately 6%, and
increasing the respective ownership interests of Messrs. Fuerst and Chaudhary
from zero to approximately 20% each at such time.

Concurrently therewith, Dennis R. Staal, President of Mystique Resources
Company, resigned as a director and President of the Company, and Mr. Fuerst and
Mr. Chaudhary were installed as directors, with Mr. Fuerst being appointed
President and Mr. Chaudhary being appointed Secretary and Treasurer. As of
August 15, 1997, each of

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Messrs. Fuerst and Chaudhary beneficially own approximately 30% of the Company's
outstanding Common Stock as a result of stock options granted in October 1996,
subject to shareholder approval at the Meeting. Messrs. Fuerst and Chaudhary are
independent shareholders of the Company, and do not constitute members of a
"control group."

EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation paid by the
Company to the individuals serving as the Company's chief executive officers for
each of the Company's last three fiscal years:

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
NAME AND POSITION(1) YEAR SALARY($) BONUS($) OTHER($)
Kim M. Fuerst 1997 90,000(2) 0 0
President & CEO
Dennis R. Staal 1996 19,250 0 1,750(3)
former President 1995 21,200 0 0

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(1) No other executive officer of the Company received more than $100,000
during the fiscal year ended June 30, 1997.
(2) Represents payment for nine months of service.
(3) Represents 7,000 shares of Common Stock valued at $.25 per share that were
issued in August 1996 for service by Mr. Staal to the Company.

OPTION GRANTS

The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended June 30, 1997 to the Company's
named executive officers:

OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS

NUMBER OF
SECURITIES % OF TOTAL OPTIONS
UNDERLYING /SARS GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE OR BASE EXPIRATION
NAME GRANTED #(1) FISCAL YEAR(2) PRICE($/SH) DATE

Kim M. Fuerst 500,000 50% 1.00 10-17-06

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(1) The options are fully vested and presently exercisable with a 10-year term.
(2) The Company granted options representing 1,000,000 shares to employees in
the fiscal year ended June 30, 1997.

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The following table shows the number of shares covered by all exercisable
and unexercisable stock options held by the named executive officers as of June
30, 1997, as well as the value of unexercised "in the money" options at such
date. No named executive officer exercised stock options during the last fiscal
year.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

Number of Securities
Shares Underlying Unexercised Value of Unexercised In the
Acquired Options/SARs at FY-End (#) Money Options/SARs at FY-End
Name on Exercise Exercisable/Unexercisable Exercisable/Unexercisable

Kim M. Fuerst -0- 500,000/0 $1,000,000/0*

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(*) Amount shown represents aggregated fair market value at the share price on
June 30, 1997 of $3.00 per share less aggregate exercise price of $1.00 per
share for the unexercised in-the-money options held. These values have not
been, and may never be, realized. Actual gains, if any, on exercise will
depend on the value of the Common Stock on the date of exercise.

EMPLOYMENT CONTRACTS

The Company entered into an employment contract with Mr. Fuerst on October
1, 1996 pursuant to which Mr. Fuerst would receive a salary of $10,000 per month
and would be granted incentive stock options to purchase up to 500,000 shares of
the Company's common stock at an exercise price of $1.00 per share. The contract
is for an initial term of three years commencing October 1, 1996.

COMPENSATION OF DIRECTORS

The Directors of Mystique, who do not receive annual salaries from
Mystique, receive fees of $100 per Board Meeting attended in person, and
reimbursement for travel expenses. These fees may be increased or decreased from
time to time by a majority vote of the Board of Directors. Other than the fees
mentioned above, no consulting fees, finder's fees or commissions were paid to
Directors of the Company during the fiscal year ended June 30, 1997.

The Board of Directors has approved and is seeking adoption of the Equity
Incentive Plan (the "Plan") in which Directors will be eligible to participate
(see Proposal No. 2). A total of 2,500,000 shares of Common Stock have been
authorized and reserved for issuance under the Plan, subject to adjustments to
reflect changes in the Company's capitalization resulting from stock splits,
stock dividends and similar events, and subject to stockholder approval. The
Plan will be administered by the Board of Directors or an Incentive Plan
Committee appointed by the Board.

Options granted to directors under the Plan will expire ten years from the
date of grant. The option exercise price for non-statutory options will be
determined by the Board of Directors and may be paid in cash or by surrendering
to the Company outstanding Common Stock already owned by the optionee, valued at
fair market value, by delivering a promissory note, or by a combination of such
means of payment, as may be determined by the Board. Options granted pursuant to
the Plan may not be exercised more than three months after the option holder
ceases to be a director of the Company, except that in the event of the death or
permanent and total disability of the option holder, the option may be exercised
by the holder (or his estate, as the case may be), for a period of up to one

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year after the date of death or permanent or total disability. Options granted
to directors under the Plan will be treated as non-statutory stock options under
the Internal Revenue Code.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as to the number of
shares of Common Stock of the Company beneficially owned as of June 30, 1997, by
(i) each person who is known to the Company to be the beneficial owner of more
than 5% of the Common Stock of the Company; (ii) each of the Company's
directors; (iii) the five most highly compensated executive officers, including
the Chief Executive Officer; and (iv) all of the executive officers and
directors of the Company as a group. Except as otherwise indicated, the Company
believes that the beneficial owners of the Common Stock listed below, based on
information furnished by such holders, have sole investment and voting power
with respect to such shares, subject to community property laws, where
applicable.

PERCENTAGE
NUMBER OF BENEFICIALLY
NAME AND ADDRESS SHARES(A) OWNED(B)

Kim M. Fuerst.................................................... 612,500(c) 30%
1820 South Elena Avenue, Suite B
Redondo Beach, California 90277

Faisal Chaudhary................................................. 612,500(d) 30%
1101 Dove Street, Suite 230
Newport Beach, California 92660

J. Samuel Butler................................................. 300,000(e) 16%
1801 Broadway, Suite 600
Denver, Colorado 80202

All Officers and Directors as a Group (4 persons)................ 1,525,000 54%

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(a) All shares are owned both of record and beneficially unless otherwise
specified by footnote to this table.
(b) Based on 1,545,076 shares of Common Stock outstanding.
(c) Includes 500,000 shares issuable upon exercise of stock options granted
under an Incentive Stock Option Plan.
(d) Includes 500,000 shares issuable upon exercise of stock options granted
under a Director Stock Option Plan.
(e) Includes 200,000 shares issuable upon exercise of stock options granted
under a Director Stock Option Plan, and 100,000 shares issuable upon
exercise of a warrant granted to Trinity Petroleum Management LLC, in which
Mr. Butler holds a 99% ownership interest.

CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS

Set forth below is a description of transactions entered into between the
Company and certain of its officers, directors, and/or employees during the last
two fiscal years.

TRANSACTIONS WITH MANAGEMENT AND OTHERS. No Director or Officer of
Mystique, nominee for election as a Director, security holder who is known to
Mystique to own of record or beneficially more than 5%

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of any class of Company's voting securities, or any relative or spouse of any of
the foregoing persons, or any relative of such spouse, who has the same home as
such person or who is a director or officer of any parent or subsidiary of
Mystique, has had any transaction or series of transactions exceeding $60,000
during the last two fiscal years, or has any presently proposed transaction, to
which Mystique was or is to be a party, in which any of such persons had or is
to have any direct or indirect material interest, except the following:

During the fiscal year ended June 30, 1996, the Company received property
valued at $490,000 in exchange for a receivable from a company of which a former
president of the Company served as an officer. During the last fiscal year, the
Company recognized an impairment expense of $453,000 on such property.

On March 15, 1997, the Company entered into an Agreement for Administrative
Services (the "Trinity Agreement") with Trinity Petroleum Management LLC, a
Colorado limited liability company ("Trinity"). Pursuant to the terms of the
Trinity Agreement, Trinity will perform certain management functions for the
Company for a fee of $2000 per month and reimbursement of third party expenses.
The Trinity Agreement is for an initial term of six months, continuing
thereafter on a month-to-month basis, terminable upon 30 days written notice by
either party. The sole owner of Trinity, J. Samuel Butler, serves as a member on
the Board of Directors of the Company. The Agreement was approved by the Board
of Directors, with Mr. Butler abstaining from the vote. Also in connection with
the Agreement, the Company's Board of Directors, with Mr. Butler abstaining,
approved the issuance of a warrant to Trinity for the purchase of up to 100,000
shares of the Company's Common Stock at a price of $1.00 per share.

DATE OF RECEIPT OF STOCKHOLDER PROPOSALS

Stockholder proposals for inclusion in the Proxy Statement for the 1998
Annual Meeting of Stockholders must be received at the principal executive
offices of the Company on or before June 5, 1998.

ANNUAL REPORT ON FORM 10-KSB

1997 Annual Report to Stockholders. The Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1997, is enclosed. The Company's Form 10-KSB,
which includes audited financial statements, does not form any part of the
materials for the solicitation of Proxies.

PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE
UNITED STATES. A PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED, AS IT WILL
SAVE THE EXPENSE OF FURTHER MAILING.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Faisal Chaudhary

Faisal Chaudhary
Secretary
September 25, 1997

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PROXY MYSTIQUE DEVELOPMENTS, INC.
PROXY
- --------------------------------------------------------------------------------

The undersigned hereby appoints KIM M. FUERST and J. SAMUEL BUTLER, and
each of them, the proxies of the undersigned, with power of substitution, hereby
revoking any proxy heretofore given, to vote all shares which the undersigned is
entitled to vote at the 1997 Annual Meeting of Stockholders of MYSTIQUE
DEVELOPMENTS, INC. (the "Company") to be held at 1801 Broadway, Suite 600,
Denver, Colorado at 10:30 a.m. on Friday, October 17, 1997, and at any
adjournments thereof, with all powers the undersigned would possess if
personally present, and the undersigned authorizes and instructs said proxies to
vote in their discretion upon any other matters as may properly come before the
meeting, and specifically as follows:

1. - Election of Directors: Kim M. Fuerst, Faisal Chaudhary and J. Samuel
Butler. (To withhold authority to vote for any individual nominee, strike a line
through the nominee's name.) INSTRUCTION: Unless otherwise specified in the
space provided below, this proxy shall authorize the proxies named herein to
cumulate all votes which the undersigned is entitled to cast at the Meeting for,
and to allocate such votes among, one or more of the nominees listed for
election as director, as such proxies shall determine, in their sole and
absolute discretion, in order to maximize the number of such nominees elected to
the Company's Board of Directors. To specify a different method of cumulative
voting for directors, write 'Cumulative For' and the number of Shares and the
name(s) of the nominee(s) in the space provided below.