SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
|X| Filed by Registrant.
|_| Filed by 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 toss.240.14a-11(c) orss.240.14a-12
AMERICAN NATURAL ENERGY CORPORATION
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:____
_______________________________________________________________________
2) Aggregate number of securities to which transaction applies: _______
_______________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
_______________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
5) Total Fee Paid:
_______________________________________________________________________
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the Fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: __________________________________________
2) Form, Schedule or Registration Statement Number: _________________
3) Filing Party: ____________________________________________________
4) Date Filed: ______________________________________________________
AMERICAN NATURAL ENERGY CORPORATION
7030 SOUTH YALE - SUITE 404
TULSA, OKLAHOMA 74136
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 24, 2003
Notice is hereby given that the Annual Meeting of Shareholders of
American Natural Energy Corporation (the "Company") will be held at the offices
of the Company at 7030 South Yale - Suite 404, Tulsa, Oklahoma, on Wednesday,
September 24, 2003, at 10:00AM, local time, for the following purposes:
1. To elect four (4) directors of the Company to hold office until the
next Annual Meeting of Shareholders in 2004 and until their respective
successors are elected and qualified;
2. To transact such other business as may properly come before the
meeting, or any adjournments thereof.
Information with respect to the above is set forth in the Proxy
Statement which accompanies this Notice. Only holders of shares of the Company's
Common Stock of record at the close of business on August 25, 2003 (the "Record
Date") are entitled to notice of and to vote at the Meeting.
We hope that all of our shareholders who can conveniently do so will
attend the Meeting. Shareholders who do not expect to be able to attend the
Meeting are requested to mark, date and sign the enclosed proxy and return the
same in the enclosed addressed envelope which is intended for your convenience.
Steven P. Ensz, Secretary
Dated: August 29, 2003
AMERICAN NATURAL ENERGY CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors of American
Natural Energy Corporation, an Oklahoma corporation (the "Company"), from the
holders of shares of Common Stock, $0.01 par value ("Common Stock") to be voted
at the Annual Meeting of Shareholders (the "Meeting") to be held at the offices
of the Company at 7030 South Yale - Suite 404, Tulsa, Oklahoma, on Wednesday,
September 24, 2003, at 10:00AM, local time, and at any adjournments thereof.
The only business which the Board of Directors intends to present or
knows that others will present at the Meeting is the election of four (4)
Directors of the Company to hold office until the next Annual Meeting of
Shareholders in 2004 and until their successors have been elected and qualified.
Management does not know of any other business to be brought before the Meeting
but it is intended that as to any other business, a vote may be cast pursuant to
the proxy in accordance with the judgment of the person or persons acting
thereunder. If proxies in the enclosed form are properly executed and returned,
the Common Stock represented thereby will be voted at the Meeting in accordance
with the shareholder's direction. Unless otherwise specified, proxies in the
enclosed form will be voted for the election of the four (4) Directors named as
nominees. Any shareholder giving a proxy has the power to revoke it at any time
before the proxy is voted by revoking it in writing, by executing a later dated
proxy or appearing at the Meeting and voting in person. Any writing revoking a
proxy should be addressed to Steven P. Ensz, Secretary of the Company, at the
address set forth below.
The Directors to be elected at the Meeting will be elected by a
plurality of the votes cast by the holders of Common Stock present in person or
by proxy and entitled to vote. Votes may be cast for or withheld from each
nominee. Votes that are withheld will have no effect on the outcome of the
election because Directors will be elected by a plurality of votes cast.
Under the rules of the New York Stock Exchange, brokers who hold shares
in street name have the authority to vote on certain routine matters on which
they have not received instructions from beneficial owners. Brokers holding
shares of the Company's Common Stock in street name who do not receive
instructions are entitled to vote on the election of Directors. Where authority
to vote for the election of Directors is withheld by a stockholder, such shares
will not be counted in determining the outcome of such vote. Therefore, broker
non-votes with respect to the election of Directors and stockholders who mark
their proxies to withhold authority to vote their shares will have no effect on
the outcome of such proposal, although broker non-votes and proxies submitted
where the vote for the election of Directors is withheld are counted in
determining the existence of a quorum.
Only holders of record of Common Stock as of the close of business on
August 25, 2003 are entitled to vote at the Meeting or any adjournments thereof.
On such date, the Company had outstanding voting securities consisting of
26,054,546 shares of Common Stock, each of which shares is entitled to one (1)
vote on all proposals submitted to a vote of shareholders at the Meeting.
The Company's principal executive office address is 7030 South Yale -
Suite 404, Tulsa, Oklahoma, and its telephone number is (918) 481-1440. This
Proxy Statement and the enclosed Form of Proxy will be mailed to the Company's
shareholders on or about August 29, 2003.
ELECTION OF DIRECTORS
At the Meeting, it is proposed to elect four (4) Directors to hold
office until the next Annual Meeting of Shareholders in 2004 and until their
respective successors are elected and qualified. It is intended that, unless
otherwise indicated, the shares of Common Stock represented by proxies solicited
by the Board of Directors will be voted for the election as Directors of the
four nominees hereinafter named. If, for any reason, any of said nominees shall
become unavailable for election, which is not now anticipated, the proxies will
be voted for the other nominees and may be voted for a substitute nominee
designated by the Board of Directors. Each nominee has indicated that he is
willing and able to serve as a Director if elected, and, accordingly, the Board
of Directors does not have in mind any substitute.
The nominees as Director and their age are as follows:
Name Age
---- ---
Michael K. Paulk 54
Steven P. Ensz 51
Brian E. Bayley 49
John K. Campbell 69
MICHAEL K. PAULK: Mr. Paulk was elected President and Director of the
Company in July 2001. From October 1994 to January 2001, when it was sold to
Chesapeake Energy Corporation, he was the President and a Director of Gothic
Energy Corporation ("GEC"). GEC is neither a predecessor nor affiliate of either
ANEC or the subsidiary, Gothic. It was engaged, until its acquisition by
Chesapeake Energy Corporation in January 2001, in the acquisition, development,
exploration and production of natural gas and oil. Mr. Paulk has been engaged in
the oil and gas industry for more than fifteen years.
ii
STEVEN P. ENSZ: Mr. Ensz has been Vice-President, Finance and Chief
Financial Officer of the Company since July 2001 and is responsible for our
financial activities. From March 1998 to January 2001, he held a similar
position with GEC. From July 1991 to February 1998, he was Vice-President,
Finance of Anglo-Suisse, Inc., an oil and natural gas exploration and producing
company. He has held various positions within the energy industry, including
President of Waterford Energy, an independent oil and gas producer, for more
than the past 18 years. He is a certified public accountant. Mr. Ensz is also
Secretary of the Company.
BRIAN E. BAYLEY: Mr. Bayley was elected a Director of the Company in
June 2001. Mr. Bayley has been President and Chief Executive Officer of Quest
Capital Corp. since June 30, 2003. Quest Capital Corp. trades on the Toronto
Stock Exchange under the symbols QC.A and QC.B. Quest Capital Corp. is a
merchant bank that provides financial services to small and mid-cap companies
operating primarily in North America. Quest Capital Corp.'s principal business
is to provide asset backed bridge loans to companies generally operating in
industries such as mining, oil and gas, real estate and manufacturing. He is
currently President and Director of Quest Management Corp., a management company
that is wholly-owned by Quest Capital Corp., a position he has held since
December 1996. Quest Management Corp. provides various consulting,
administrative, management and related services to publicly traded companies. In
March 2003, we completed a $2.5 million borrowing from Quest Investment
Corporation, an affiliate of Quest Capital Corp. and Quest Management Corp. Mr.
Bayley is a Director and is the Chief Executive Officer of Quest Management
Corp. None of the other companies Mr. Bayley is affiliated with are affiliates
of ours. Mr. Bayley is a Director of TransAtlantic Petroleum (USA) Corp., which
also provided financing to the Company in March 2003.
JOHN K. CAMPBELL. Mr. Campbell has been a Director of the Company since
April 2000 and was President of Gothic from April 2000 to July 2001. Mr.
Campbell has been the President and Director of TransAmerica Industries Ltd.
since 1986.
iii
EXECUTIVE OFFICERS
The current executive officers of the Company are the following:
NAME AGE POSITION
---- --- --------
Michael K. Paulk 54 President and Director
Steven P. Ensz 51 Vice President, Finance and Chief
Financial Officer
The employment background of Messrs. Paulk and Ensz is described above.
DIRECTOR AND OFFICER SECURITIES REPORTS
The Federal securities laws require the Company's Directors
and executive officers, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of any of its equity securities. Copies of such reports are required
to be furnished to the Company. To the Company's knowledge, based solely on a
review of the copies of such reports and other information furnished to it, all
persons subject to these reporting requirements filed the required reports on a
timely basis with respect to the year ended December 31, 2002.
iv
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or awarded to the
President of the Company during the three years ended December 31, 2002 for all
services rendered to the Company. No executive officer received compensation
exceeding $100,000 during the year ended December 31, 2002.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
COMPENSATION
----------------------------------
OTHER LONG-TERM ALL OTHER
NAME AND ANNUAL ANNUAL AWARDS/ OPTION (#) COMP.
PRINCIPAL POSITION YEAR SALARY BONUS COMP.
- ------------------------------------------------------------------------------------------------------------------------
Michael K. Paulk 2002 $90,000(1) -0- -0- -0- -0-
2001 -0- -0- -0- 325,000 $35,000(2)
2000 -0- -0- -0- -0- -0-
- ------------------------
(1) Of this amount, $45,000 was unpaid at December 31, 2002 and is included in
accrued liabilities.
(2) This sum represents amounts paid for services prior to the January 2002
corporate reorganization resulting in ANEC becoming the parent corporation in a
corporate reorganization.
STOCK OPTION HOLDINGS AT DECEMBER 31, 2002.
The following table provides information with respect to the above
named executive officer regarding options held at December 31, 2002. No options
were exercised during the year ended December 31, 2002.
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-MONEY
NAME SHARES ACQUIRED ON VALUE AT DECEMBER 31, 2002 OPTIONS AT DECEMBER 31, 2002(1)
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------
Michael K. Paulk -0- -0- 162,500 162,500 $13,000 $13,000
- ----------------------
(1) Based on the closing bid price on December 31, 2002.
v
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Board of Directors. The Company's Board of Directors held three
meetings during the year ended December 31, 2002. Each of the Company's
Directors participated in all of the meetings of the Board and of each committee
of the board of which he is a member.
Audit Committee. During the year 2002, the Audit Committee consisted of
Messrs. Brian E. Bailey and John K. Campbell The Audit Committee, among other
things, meets with the Company's independent accountants to review the Company's
accounting policies, internal controls and other accounting and auditing
matters; makes recommendations to the Board of Directors as to the engagement of
independent accountants; and reviews the letter of engagement and statement of
fees relating to the scope of the annual audit and special audit work which may
be recommended or required by the independent accountants. The Audit Committee
met three times during the year ended December 31, 2002. Mr. Campbell was, in
the opinion of the Company's Board of Directors, an "independent director," as
that term is defined under the Rules relating to the NASDAQ Stock Market.
The Company's Audit Committee Charter was included as Appendix A to the
Company's Proxy Statement dated May 2, 2001. The Charter describes the nature
and scope of the duties and responsibilities of the Audit Committee.
The Company's Audit Committee has not adopted any pre-approval
policies and procedures for engaging professional services to be rendered by its
principal accountant.
Other Committees. The Company's Board of Directors has not appointed
either a compensation committee or a nominating committee.
DIRECTORS COMPENSATION
The Directors of the Company do not receive any cash compensation for
serving in that capacity; however, they are reimbursed for their out-of-pocket
expenses in attending meetings. Pursuant to the terms of the Company's 2001
Stock Incentive Plan, each non-employee Director who is first elected or
appointed after February 1, 2002 automatically receives an option grant for
50,000 shares on the date such person joins the Board. In addition, on the date
of each annual stockholder meeting, provided such person has served as a
non-employee Director for at least six months, each non-employee Board member
who is to continue to serve as a non-employee Board member will automatically be
granted an option to purchase 5,000 shares. Each such option has a term of ten
years, subject to earlier termination following such person's cessation of Board
service, and is subject to certain vesting provisions.
DIRECTORS' COMPENSATION REPORT
vi
The Company's full Board of Directors acts on matters
involving the compensation of the Company's executive officers and employees and
the grant of options under the Company's option plan. At the present time, a
compensation committee of the Board of Directors has not been appointed.
Executive officers who are Directors whose compensation is being considered do
not participate in board or committee actions regarding their compensation. The
Board of Directors seeks to assure that the Company's executive officers are
adequately and fairly compensated and that their compensation is competitive
with other similar-sized companies in the oil and gas exploration and production
industry and, at the same time, reflecting their individual performance and
responsibilities within the Company. To date, the Board has compensated
executive officers primarily through the payment of salaries. The Company does
not have any employment agreements with its executive officers.
CERTAIN TRANSACTIONS
The Company was organized as an Oklahoma corporation on January 19,
2001. The following persons subscribed to an aggregate of 100,000 shares of
common stock of American Natural Energy Corporation at a subscription price of
$.01 per share. Messrs. Paulk and Ensz may be deemed to be the founders of
American Natural Energy Corporation.
NAME NO. OF SHARES
---- -------------
Michael K. Paulk 42,500
Steven P. Ensz 42,500
Bennett G. Shelton 5,000
Robert G. Snead 5,000
Richard Mulford 5,000
-------
Total 100,000
By agreement dated July 11, 2001, the above five initial stockholders
of the Company sold their shares to Gothic in exchange for an aggregate of
1,000,000 shares of Gothic, or ten Gothic shares for each one share of the
Company.
In July, 2001, the Company issued in a private sale of its securities
to a limited number of sophisticated investors an aggregate of 10,000,000 shares
of common stock for a subscription price of $0.33 per share. Three of the
Company's officers and Directors purchased the following numbers of shares in
the transaction:
vii
NAME NO. OF SHARES
---- -------------
Mike K. Paulk 650,000
Steven P. Ensz 1,000,000
Brian E. Bayley 650,000
---------
Total 2,300,000
On June 6, 2001, each of Mike K. Paulk and Steven P. Ensz loaned the
Company $100,000 evidenced by the Company's promissory note bearing interest at
6% per annum and due on May 31, 2002. These notes have been repaid with all
accrued interest.
During the year 2001, the Company paid consulting, management and other
reimbursable expenses aggregating approximately $19,750 to Quest Management
Corp. of which Mr. Bayley, one of the Company's Directors, is President. Payment
of expenses in 2002 aggregated $20,329. These expenses primarily relate to
compliance with regulatory filing requirements with the securities commissions
of the Provinces of Canada.
In September 2002, Mr. Paulk loaned to the Company $40,000. The loan is
due on demand and accrues interest at the Bank One prime rate (4% per annum as
of August 8, 2003), a rate equal to the interest rate Mr. Paulk pays on the
funds borrowed by him. The loan is not collateralized. The proceeds of the loan
were used by the Company for working capital.
In March 2003, the Company completed a $2.5 million borrowing for
working capital and repayment of secured debt. The $2.5 million is due to be
repaid on October 31, 2003 and bears interest at 12% per annum (effective rate
22.0%). The loan is secured by all the Company's oil and gas properties and
undeveloped leaseholds. The lender received 688,000 shares of the Company's
common stock. The lender is Quest Investment Corporation. Mr. Brian Bayley, one
of the Company's Directors, is a Director and the Chief Executive Officer of
Quest Investment Corporation.
In March 2003, the Company entered into a funding arrangement with
TransAtlantic Petroleum (USA) Corp. whereby TransAtlantic agreed to advance to
the Company up to $2.0 million, of which up to $1.8 million is to be used to
fund the Company's share of the drilling and completion costs for the four
initial wells the Company drilled in St. Charles Parish. In exchange,
TransAtlantic received a $2.0 million production payment payable out of 75% of
the net revenues from the wells drilled with the funds advanced. In addition,
also in exchange for the availability of the funds for drilling and completion
and an additional $200,000 of funding, TransAtlantic received a 10% interest in
the Company's Bayou Couba lease and its lease with the State of Louisiana. Under
the agreements, TransAtlantic has the right to acquire a 10% participation in
any additional leasehold interests the Company acquires in the 23.138 square
mile Bayou Couba salt dome development area. The Company's obligations to
TransAtlantic are collateralized by a lien against its interest in the four
initial wells and their hydrocarbon production. At June 30, 2003, the entire
$1.8 million and
viii
$200,000 fundings had been advanced and $166,000 of the production payment had
been paid to TransAtlantic. Mr. Brian Bailey, a Director of the Company, is also
a Director of TransAtlantic.
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers L.L.P. as
the Company's independent auditors for 2001. The Company expects a
representative of PricewaterhouseCoopers L.L.P. to be present at the Meeting and
to be available to respond to appropriate questions or make a statement if they
desire to do so.
On February 12, 2002, PricewaterhouseCoopers, LLP, Vancouver, Canada,
was engaged to audit Gothic's consolidated financial statements for the year
ended December 31, 2001 and 2000. The decision to engage PricewaterhouseCoopers
LLP was approved by Gothic's Board of Directors.
The firm of KPMG LLP, Vancouver, Canada, audited the financial
statements of Gothic for the years ended December 31, 2000 and 1999. On February
12, 2002, KPMG LLP's appointment as principal accountants was terminated. The
audit report of KPMG LLP for the two years ended December 31, 2000 did not
contain any adverse opinion or disclaimer of opinion or modification as to
uncertainty, audit scope or accounting principles.
During the two years ended December 31, 2000 and through February 12,
2002, neither the Company nor anyone on its behalf consulted with
PricewaterhouseCoopers, LLP regarding the matters referred to in Item 304(a)(2)
of Regulation S-B under the Securities Exchange Act of 1934, as amended. During
the two fiscal years ended December 31, 2000 and through February 12, 2002,
Gothic did not have any disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures which disagreements, if not resolved to their satisfaction, would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.
ix
2002 AND 2001 AUDIT AND RELATED FEES
The following sets forth fees incurred by the Company during the year
ended December 31, 2002 for services provided by PricewaterhouseCoopers, LLP.,
the Company's independent public accountant:
Audit Fees Audit Related Fees Tax Fees All Other Fees
- -------------------------------------------------------------------------------
2001 $54,276 $-0- $3,500 $-0-
2002 $314,037 $-0- $-0- $-0-
COMMON STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the Record Date, the Company had issued and outstanding
26,054,546 shares of its Common Stock. The following table sets forth, as of the
Record Date, certain information regarding beneficial ownership of the Common
Stock by (i) those persons beneficially holding more than five percent of the
Company's Common Stock, (ii) the Company's directors who beneficially own shares
of the Common Stock and (iii) all of the Company's directors and officers as a
group.
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING
NAME AND ADDRESS (1)(2) OWNED SHARES(3)
- -------------------------------------------------------------------------------
Mike K. Paulk 1,400,000(4) 5.4%
Steven P. Ensz 1,750,000(5) 6.9%
Brian E. Bayley 916,500(6) 3.6%
Quest Management Corp.
Suite 300 - 570 Granville Street
Vancouver, BC V6C 3P1
John K. Campbell 175,000(7) 0.1%
750 West Pender Street - Suite 710
Vancouver, BC V6C 2T7
All Directors and officers as a group
(4 persons) 4,241,500 16.2%
- --------------------------------
(1) This tabular information is intended to conform with Rule 13d-3
promulgated under the Securities Exchange Act of 1934 relating to the
determination of beneficial ownership of securities. The tabular
information gives effect to the exercise of warrants or options
exercisable within
x
60 days of the date of this table owned in each case by the person or
group whose percentage ownership is set forth opposite the respective
percentage and is based on the assumption that no other person or group
exercise their option.
(2) Unless otherwise indicated, the address for each of the above is c/o
American Natural Energy Corporation, 7030 South Yale, Suite 404, Tulsa,
Oklahoma 74136.
(3) The percentage of outstanding shares calculation is based upon
26,054,546 shares outstanding as of August 25, 2003, except as
otherwise noted.
(4) Includes 325,000 shares issuable at an exercise price of $0.32 on
exercise of an option. Of Mr. Paulk's shares, 141,667 shares are held
subject to a Pooling Agreement described below.
(5) Includes 325,000 shares issuable at an exercise price of $0.32 on
exercise of an option. Of Mr. Ensz's shares, 141,667 shares are held
subject to a Pooling Agreement described below.
(6) Includes 200,000 shares issuable at an exercise price of $0.32 on
exercise of an option. Excludes 100,000 shares held by Mr. Bayley's
wife and 50,000 shares held by a trust for the benefit of Mr. Bayley's
minor children, as to all of which Mr. Bayley disclaims a beneficial
interest.
(7) Includes 150,000 shares issuable at an exercise price of $0.47 on
exercise of an option.
Pooling Agreement. Of the shares held by each of Messrs. Paulk and
Ensz, 425,000 of such shares, as well as 50,000 shares held by each of Robert G.
Snead, Bennett G. Shelton and Richard Mulford, employees of the Company, are
held pursuant to the terms of an agreement that provides that one-third of such
shares are released from escrow and the restrictions of the agreement on each of
July 17, 2002, July 17, 2003, and July 17, 2004. Under the terms of the escrow
agreement, the stockholders are prohibited from selling, dealing in, assigning
or transferring the shares during the restricted period. The agreement
terminates with respect to all the shares on July 17, 2004. In the event of a
change of control of the Company, evidenced by a change of a majority of the
Board of Directors, the shares are then released from the restrictions of the
agreement. The stockholders retain the right to vote the shares and to receive
dividends during the term of the agreement. The Company is not a party to this
agreement, however, the terms of this agreement could affect the number of
shares of its common stock available for sale from time to time.
GENERAL
SUBMISSION OF SHAREHOLDERS' PROPOSALS FOR 2004 ANNUAL MEETING
Any proposals which shareholders intend to present for a vote of
shareholders at the Company's 2004 Annual Meeting and which such shareholders
desire to have included in the Company's proxy statement and form of proxy
relating to that meeting must be sent to the Company's executive office and
received by the Company not later than May 2, 2004.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by use of the mails, certain officers and regular
employees may solicit proxies personally and by telephone and the Company will
request
xi
banks, brokerage houses and nominees and fiduciaries to forward soliciting
material to their principals and will reimburse them for their reasonable
out-of-pocket expenses.
The Company's Annual Report on Form 10-KSB for the year ended December
31, 2002, including financial statements, is being mailed to shareholders
herewith. However, that report is not part of the proxy soliciting information.
By Order of the Board of Directors
Steven P. Ensz, Secretary
Dated: August 29, 2003
xii
FORM OF PROXY
AMERICAN NATURAL ENERGY CORPORATION
7030 South Yale - Suite 404
Tulsa, Oklahoma 74136
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael K. Paulk and Steven P. Ensz,
and each of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated below, all the
shares of common stock of American Natural Energy Corporation held of record by
the undersigned on August 25, 2003 at the Annual Meeting of Shareholders to be
held on September 24, 2003 or any adjournment thereof.
1. Election of Directors
|_| For all nominees listed below (except as marked to
contrary below)
|_| Withhold Authority to vote for all nominees listed
below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
Michael K. Paulk
Steven P. Ensz
Brian E. Bayley
John K. Campbell
2. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH OF THE DIRECTORS.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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.
Dated: _______________, 2003
-------------------------------------
Signature
Title (if required)
-------------------------------------
Signature (if held jointly)