UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.)
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[ ] Preliminary Proxy Statement
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14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240.14a-12
AURORA GOLD CORPORATION
- -----------------------
(Name of Registrant as Specified In Its Charter)
N/A
- ---
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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or the Form or Schedule and the date of its filing.
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Definitive Proxy Statement
SOIL BIOGENICS LIMITED
P.O. Box 48525, 595 Burrard Street
Vancouver, B.C., Canada, V7X 1A2
NOTICE AND PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MONDAY DECEMBER 22, 2003
To the Shareholders of Soil Biogenics Limited:
NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of Shareholders (the "Annual
Meeting") of Soil Biogenics Limited, a company incorporated in the Territory of
the British Virgin Islands and registered with the United States Securities and
Exchange Commission ("SEC") as a foreign issuer, hereinafter referred to as the
"Company", will be held at 1060 Alberni Street, Suite 1505, Vancouver, B.C.,
Canada V6E 4K2 on Monday December 22, 2003 at 9.00 a.m. for the following
purposes:
1. To elect two directors to the Board of Directors to serve for a
one-year term;
2. To ratify the appointment of Moore Stephens Ellis Foster Ltd. as
independent accountants for the Company.
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on December 5, 2003 as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at such meeting or any adjournment(s) thereof.
Only shareholders of the Company's Common Stock of record at the close of
business on the Record Date are entitled to notice of and to vote at the Annual
Meeting. Shares can be voted at the Annual Meeting only if the holder is present
or represented by proxy. The stock transfer books will not be closed. A copy of
the Company's 2002 Annual Report to Shareholders, which includes audited
financial statements, is enclosed. A list of shareholders entitled to vote at
the Annual Meeting will be available for examination at the offices of the
Company for ten (10) days prior to the Annual Meeting.
You are cordially invited to attend the Annual Meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly which is being solicited by
the Board of Directors so that your shares of stock may be represented and voted
in accordance with your wishes and in order that the presence of a quorum may be
assured at the meeting. Your proxy will be returned to you if you should be
present at the Annual Meeting and should request its return in the manner
provided for revocation of proxies on the initial page of the enclosed proxy
statement. All proxies that are properly executed and received prior to the
meeting will be voted at the meeting. If a stockholder specifies how the proxy
is to be voted on any business to come before the meeting it will be voted in
accordance with such specification. If a stockholder does not specify how to
vote the proxy it will be voted for each matter scheduled to come before the
meeting and in the proxy holders' discretion on such other business as may
properly come before the meeting. Any proxy may be revoked by a stockholder at
any time before it is actually voted at the meeting by delivering written notice
to the secretary or acting secretary of the meeting, by delivering another valid
proxy bearing a later date or by attending the meeting and voting in person.
By Order of the Board of Directors
/s/ Agustin Gomez de Segura
- ---------------------------
Agustin Gomez de Segura
Director
December 5, 2003
Definitive Proxy Statement
SOIL BIOGENICS LIMITED
P.O. Box 48525, 595 Burrard Street
Vancouver, B.C., Canada, V7X 1A2
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, DECEMBER 22, 2003
SOLICATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of Soil
Biogenics Limited, a company incorporated in the Territory of the British Virgin
Islands and registered with the United States Securities and Exchange Commission
("SEC") as a foreign issuer, hereinafter referred to as the "Company", to be
voted at the 2003 Annual Meeting of Shareholders of the Company (the "Annual
Meeting") to be held on December 22, 2003 at the time and place and for the
purposes set forth in the accompanying Notice of Annual Shareholders (the
"Notice") and at any adjournment(s) thereof. When proxies in the accompanying
form are properly executed and received, the shares of Common Stock of the
Company, no par value per share (the "Common Stock"), represented thereby will
be voted at the Annual Meeting in accordance with the directions noted thereon;
if no direction is indicated, such shares will be voted for the election of
directors and in favor of the other proposals set forth in the Notice.
The mailing address of the Company is P.O. Box 48525, 595 Burrard Street
Vancouver, B.C., Canada, V7X 1A2.
Management does not intend to present any business at the Annual Meeting for a
vote other than the matters set forth in the Notice and has no information that
others will do so. If other matters requiring a vote of the shareholders
properly come before the Annual Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the shares represented by the
proxies held by them in accordance with their judgment on such matters.
This proxy statement (the "Proxy Statement") and accompanying proxy are being
mailed to stockholders on or about December 8, 2003. A condensed version of the
Company's Annual Report on Form 20-F (the "2002 Form 20-F") serves as the Annual
Report to Shareholders, covering the Company's fiscal year ended December 31,
2002, is enclosed herewith, and certain parts thereof are incorporated herein by
reference. See "Incorporation by Reference" in the text below.
Any shareholder of the Company giving a proxy has the unconditional right to
revoke his proxy at any time prior to the voting thereof either in person at the
Annual Meeting, by delivering a duly executed proxy bearing a later date or by
giving written notice of revocation to the Company addressed to The Secretary,
Soil Biogenics Limited, P.O. Box 48525, 595 Burrard Street, Vancouver, B.C.,
Canada, V7X 1A2; no such revocation shall be effective, however, until such
notice of revocation has been received by the Company at or prior to the
Annual Meeting. Any stockholder attending the meeting in person may withdraw his
or her proxy and vote his or her shares.
In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for
out-of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of the Company's common stock, no
par value per share (the "Common Stock"), registered in their names, be
requested to forward solicitation material to the beneficial owners of such
shares of Common Stock.
The cost of preparing, printing, assembling, and mailing the Annual Report, the
Notice, this Proxy Statement, and the enclosed form of proxy, as well as the
cost of forwarding solicitation materials to the beneficial owners of shares of
Common Stock and other costs of solicitation, are to be borne by the Company.
Solicitations will be made only by mail, provided, however, that officers and
regular employees of the Company may solicit proxies personally or by telephone
or telegram. Such persons will not be specially compensated for such services.
The Company may reimburse
Page 3 of 15
brokers, banks, custodians, nominees and fiduciaries holding stock in their
names or in the names of their nominees for their reasonable charges and
expenses in forwarding proxies and proxy material to the beneficial owners of
such stock.
As of December 5, 2003, the Company had 30,162,500 shares of common stock issued
and outstanding.
The Common Stock of the Company has been quoted on the NASD OTC Bulletin Board
since May 1, 1997. The following table sets forth the high and low bid prices
for the Common Stock for the calendar quarters in 2002, as reported by the NASD
OTC Bulletin Board. These prices represent quotations between dealers without
adjustment for retail markup, markdown or commission and may not represent
actual transactions.
First Quarter Second Quarter Third Quarter Fourth Quarter
------------- -------------- ------------- --------------
2003 - High $ 1.50 $ 2.00 $ 1.70 $ 1.65
2003 - Low $ 0.75 $ 1.40 $ 0.90 $ 0.75
2002 - High $ 0.72 $ 1.00 $ 1.01 $ 0.95
2002 - Low $ 0.52 $ 0.51 $ 0.55 $ 0.30
2001 - High $ 1.00 $ 0.90 $ 0.90 $ 0.69
2001 - Low $ 0.69 $ 0.55 $ 0.50 $ 0.35
INCORPORATION BY REFERENCE
A condensed version of the Company's Annual Report on Form 20-F for the fiscal
year ended December 31, 2002 and 2001 has been included with the proxy
statement. The Company currently has 13 full time employees. The section
entitled Item 4. Information On The Company on pages 7 through 9 of the Form
20-F, together with the consolidated financial statements for the fiscal years
ended December 31, 2002 and 2001 on pages F-1 through F-15 of the Form 20-F,
provide additional information concerning the Company's business and are
incorporated herein by reference. The information set forth in the Annual Report
is important for every Shareholder to review. The Annual Report also contains a
description of real property owned by the Company.
QUORUM AND VOTING
The record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting was the close of business on December 5, 2003 (the
"Record Date"). On the Record Date, there were 30,162,500 shares of Common
Stock issued and outstanding, the holders of which are entitled to one vote per
share on each matter to come before the meeting. Only stockholders of record at
the close of business on December 5, 2003 will be entitled to vote at the Annual
Meeting of Stockholders.
Each shareholder of Common Stock is entitled to one vote on all matters to be
acted upon at the Annual Meeting and neither the Company's Memorandum of
Association nor its Articles of Association allow for cumulative voting rights.
The presence, in person or by proxy, of the holders of a majority of the issued
and outstanding Common Stock entitled to vote at the meeting is necessary to
constitute a quorum to transact business. If a quorum is not present or
represented at the Annual Meeting, the shareholders entitled to vote there at,
present in person or by proxy, may adjourn the Annual Meeting from time to time
without notice or other announcement until a quorum is present or represented.
Assuming the presence of a quorum, the affirmative vote of the holders of a
plurality of the shares of Common Stock voting at the meeting is required for
the election of each of the nominees for director, and the affirmative vote of
the holders of a majority of the shares of Common Stock voting at the meeting is
required for approval of the increase in the total Common Stock.
Voting rights are non cumulative. A majority of the shares entitled to vote,
represented in person or by proxy, will constitute a quorum at the meeting.
Abstentions and broker non-votes will be counted for purposes of determining a
quorum, but will not be counted as voting for purposes of determining whether a
proposal has received the necessary number of votes for approval of the
proposal.
Directors are elected by plurality vote. The ratification of the appointment of
Moore Stephens Ellis Foster Ltd will require the affirmative vote of a majority
of the Common Stock represented at the meeting and entitled to vote on the
proposal. Abstentions and broker non-votes will not be counted in the election
of directors or in determining whether
Page 4 of 15
such ratification has been given.
Under applicable provisions of The International Business Companies Act, Cap.
291 of the Territory of the British Virgin Islands, shareholders are not
entitled to dissenters' rights or appraisal rights with respect to the matters
to be considered and voted upon at the Annual Meeting of Stockholders
SUMMARY
The following is a brief summary of certain information contained elsewhere in
this Proxy Statement. This summary is not intended to be complete and is
qualified in all respects by reference to the detailed information appearing
elsewhere in this proxy statement and the exhibits hereto.
THE MEETING
DATE, TIME AND PLACE OF THE ANNUAL MEETING
The Annual Meeting of Soil Biogenics Limited is scheduled to be held on December
22, 2003, at 9:00 AM, at 1060 Alberni Street, Suite 1505, Vancouver, B.C.,
Canada, V6E 4K2. See "Solicitation and Revocability of Proxies."
RECORD DATE
Only holders of record of shares of Common Stock at the close of business on
December 5, 2003 are entitled to receive notice of and to vote at the Annual
Meeting.
VOTE REQUIRED
Assuming the presence of a quorum at the Annual Meeting, the affirmative vote of
the holders of a plurality of the shares of Common Stock represented and voting
at the Annual Meeting is required for: (i) the election of each nominee for
director of the Company; (ii) ratification of the appointment of Moore Stephens
Ellis Foster Ltd. as the independent public accountants of the Company; and
(iii) to transact such other business as may properly come before the meeting
and any adjournments thereof.
ACCOUNTANTS
Moore Stephens Ellis Foster Ltd., have been selected by the Company to act as
the principal accountant for 2003. Moore Stephens Ellis Foster Ltd. has been the
accountant for the Company since February 7, 2000. It is not expected that the
representatives of Moore Stephens Ellis Foster Ltd. will attend the annual
shareholders' meeting and will not be available to answer questions from the
shareholders.
RECOMMENDATIONS
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S
SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR ("PROPOSAL 1."), FOR
RATIFICATION OF THE INDEPENDENT PUBLIC ACCOUNTANTS ("PROPOSAL 2."), AND TO
TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY
ADJOURNMENTS THEREOF.
Page 5 of 15
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting of Stockholders, the entire Board of Directors, consisting
of two members, is to be elected.
In the absence of instructions to the contrary, the shares of Common Stock
represented by a proxy delivered to the Board of Directors will be voted for the
two nominees named below. The two nominees named below are presently serving as
Directors of the Company and each is anticipated to be available for election
and able to serve. However, if any such nominee should decline or become unable
to serve as a Director for any reason, votes will be cast instead for a
substitute nominee designated by the Board of Directors or, if none is so
designated, will be cast according to the judgment in such matters of the person
or persons voting the proxy.
The tables below and the paragraphs that follow present certain information
concerning the nominees for Director and the executive officers of the Company.
Each elected Director will serve until next annual meeting of stockholders and
until his successor has been elected and qualified. Officers are elected by and
serve at the discretion of the Board of Directors. None of the Company's
Directors or executive officers has any family relationship with any other
Director or executive officer.
- -------------------------------------------------------------------------------------------------------
SHARES OF COMMON
EXECUTIVE STOCK BENEFICIALLY
POSITIONS OFFICER/ OWNED AS OF PERCENT OF
NAME AGE WITH COMPANY DIRECTOR SINCE DECEMBER5, 2003 (1) CLASS
- --------------------------- --------- ------------- -------------- ------------------- -----------
NOMINEES FOR DIRECTORS:
- --------------------------- --------- ------------- -------------- ------------------- -----------
Agustin Gomez de Segura 48 Director 12/02 2,000,000 6.631%
- --------------------------- --------- ------------- -------------- ------------------- -----------
Alexander Becker 42 Director 12/02 2,084,040 6.909%
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS:
- --------------------------- --------- ------------- -------------- ------------------- -----------
Agustin Gomez de Segura 48 President 7/03 2,000,000 6.631%
- --------------------------- --------- ----------------------------- ------------------- -----------
All Directors and executive officers as a group 4,084,040 13.540%
- -------------------------------------------------------------------------------------------------------
<FN>
(1) The persons named below have sole voting and investment power with respect to the shares.
BUSINESS EXPERIENCE OF NOMINEES
Agustin Gomez de Segura
Age 48, banker and private investor and developer of new companies.
Alexander Becker
Age 42, director of several Russian companies involved in metallurgy, textiles
and trading.
Compliance with Section 16(a) Beneficial Ownership Reporting Compliance, of the
Exchange Act of 1934.
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who have more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than ten percent shareholders are
required by the SEC regulation to furnish the Company with copies of all Section
16 (a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that during the fiscal year ended December 31, 2002 all filings requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.
Page 6 of 15
EXECUTIVE COMPENSATION
(A) General
The following table sets forth information concerning the compensation of
the named executive officers as required to be disclosed in accordance with
applicable securities regulations during the Corporation's three financial years
ended December 31, 2002, December 31, 2001 and December 31, 2000:
- -----------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION
ANNUAL COMPENSATION --------------------------------------------
AWARDS PAYMENTS
-------------------------------- ------------------------ ------------------
(a) SECURITIES
(b) OTHER UNDER- ALL
NAME AND ANNUAL RESTRICTED LYING OTHER
PRINCIPAL (c) (e) COMPEN- STOCK OPTIONS/ LTIP COMPEN-
POSITION Year (d) Salary Bonuses SATION AWARD(S) SARS PAYOUTS SATION
($) ($) ($) ($) (=) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- -------------- ----- ------------ -------- -------- ----------- ----------- -------- --------
Terry Longair 2002 Nil (2) -0- -0- None None None -0-
----- ------------ -------- -------- ----------- ----------- -------- --------
President and 2001 Nil -0- -0- None None None -0-
----- ------------ -------- -------- ----------- ----------- -------- --------
Director 2000 Nil -0- -0- None None None -0-
- -------------- ----- ------------ -------- -------- ----------- ----------- -------- --------
A. Cameron
Richardson 2002 9,791 (2) -0- -0- None None None -0-
---- ------------ -------- -------- ----------- ----------- -------- --------
President and 2001 7,662 -0- -0- None None None -0-
----- ------------ -------- -------- ----------- ----------- -------- --------
Director 2000 6,748 -0- -0- None None None -0-
- -----------------------------------------------------------------------------------------------------
On November 29, 2002 Mr. Terry Longair resigned from the Board of Directors
and as President of the Company to pursue other interests. On November 29, 2002
Mr. Cameron Richardson was appointed to the Board of Directors of the
Corporation and President of the Company. On July 2, 2003 Mr. Cameron Richardson
resigned from the Board of Directors and as President of the Company.
(B) Options/SAR Grants in Last Financial Year
The following table sets forth information concerning individual grants of
stock options (whether or not in tandem with stock appreciation rights ("SARs")
and freestanding SARs made during the last completed fiscal year to each of the
named executive officers:
- ---------------------------------------------------------------------------------------------
OPTION/SAR GRANTS IN FISCAL YEAR 2003
(Individual Grants)
- ---------------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL OPTIONS/
SECURITIES SARS GRANTED
UNDERLYING TO EMPLOYEES EXERCISE OR
OPTION/SARS IN FISCAL BASE PRICE (f) Expiration Date
NAME GRANTED (#) YEAR ($/Sh) (M/D/Y)
(a) (b) (c) (d) (e)
- ------------------------- ------------ --------------- ------------ ---------------------
Terry Longair (1) Nil Nil Nil N/A
- ------------------------- ------------ --------------- ------------ ---------------------
A. Cameron Richardson (1) Nil Nil Nil N/A
- ---------------------------------------------------------------------------------------------
<FN>
(1) No options were granted. No SARs were granted.
Page 7 of 15
(C) Aggregated Option/SAR Exercises and Fiscal Year End Option/SAR Value Table
The following table sets forth information concerning individual grants of
stock options (whether or not in tandem with stock appreciation rights ("SARs")
and freestanding SARs made during the last completed fiscal year to each of the
named executive officers;
- --------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR AND FY-END
- --------------------------------------------------------------------------------
Value Of
Unexercised
Unexercised In-the-Money
Securities Aggregate Options/SARs Options/SARs
Acquired Value At FY-End (#) At FY-End
On Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
- ---------------------- ------------ ---------- -------------- --------------
Terry Longair Nil Nil Nil Nil
- ---------------------- ------------ ---------- -------------- --------------
A. Cameron Richardson Nil Nil Nil Nil
- --------------------------------------------------------------------------------
(D) Long-Term Incentive Plans ("LTIP") Awards Table
The Company does not have a Long-term Incentive Plan.
(E) Compensation of Directors
The Company does not pay a fee to its outside, non-officer directors. The
Company reimburses its directors for reasonable expenses incurred by them in
attending meetings of the Board of Directors. During fiscal 2002 non-officers
directors received a total of $0 in consulting fees.
(F) Employment Contracts and termination of employment and change-in-control
arrangements.
None of the Company's officers or directors was party to an employment
agreement with the Company.
(G) Report on repricing of options/SARs.
At no time during the last completed fiscal year did the registrant, while
a reporting company pursuant to Section 13(a) of 15(d) of the Exchange Act,
adjust or amend the exercise price of the stock options or SARs previously
awarded to any of the named executive officers, whether through amendment,
cancellation or replacement grants, or any other means.
(H) Meetings of the Board of Directors and Committees
Our board of directors has primary responsibility for directing the
management of our business and affairs. There were four regularly scheduled
Board meetings during the fiscal year ended December 31, 2002. All Directors
were in attendance, either in person or by phone, at all Board meetings and
Committee meetings. Our board consists of two members.
The duties of the Committees are as follows:
Executive Committee (Agustin Gomez de Segura and Alexander Becker)
The Executive Committee shall have the full authority of the Board of
Directors to take action upon such matters as may be referred to the Committee
by the Board of Directors.
Audit Committee (Agustin Gomez de Segura and Alexander Becker)
The Audit Committee meets with the independent public accountants at least
annually to review the scope of the independent audit, the appropriateness of
the accounting policies, the adequacy of internal controls and address issues
relevant to the operation of the Company.
Page 8 of 15
Compensation and Benefits Committee (Agustin Gomez de Segura and Alexander
Becker)
The Compensation and Benefits Committee receives and considers
recommendations from the chief executive officer for salaries and other forms of
compensation for the executive officers and makes recommendations to the Board
of Directors on these matters.
Nominating and Corporate Governance Committee (Agustin Gomez de Segura and
Alexander Becker)
The responsibilities of the Nominating and Corporate Governance Committee
include; nominates individuals to stand for election as directors, considers
recommendations by our stockholders of potential nominees for election as
directors, initial review of policy issues regarding the size and composition of
the Board of Directors and makes recommendations to our board concerning the
structure of our board and corporate governance matters.
During the fiscal year ended December 31, 2002 the entire board of
directors acted as the Company's Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee. During 2002 the Compensation and
Benefits Committee held one meeting by telephone conference call and the audit
committee held four meetings by telephone conference call. During 2002 and the
first half of 2003 the audit committee reviewed the fiscal 2002 interim
unaudited financial statements and the yearend audited financial statements.
Internal Controls and Procedures
Within 90 days prior to the date of the Company's Annual report on Form
20-F, the Company completed an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures. Disclosure controls and
procedures are designed to ensure that the material financial, and non-financial
information, required to be disclosed on Form 20-F, and filed with the
Securities and Exchange Commission is recorded, processed, summarized and
reported in a timely manner. Based on the foregoing, the Company's management,
including the President and Chief Financial Officer, have concluded that the
Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934, as amended) are effective.
There have been no significant changes in our internal controls, or in
other factors, that could significantly affect these controls subsequent to the
date of the evaluation hereof. No corrective actions were taken, therefore,
with regard to significant deficiencies and material weaknesses.
Audit Committee Report
The Audit Committee of the Board of Directors is composed of two Directors.
Alexander Becker is the independent Director and the financial expert serving on
the audit committee. The Board of Directors has not adopted a written charter
for the Audit Committee.
The responsibilities of the Audit Committee include recommending to the
Board of Directors an accounting firm to be engaged as the Company's independent
accountants. Management is responsible for the Company's financial statements
and the financial reporting process, including the system of internal controls.
The independent accountants are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States. The Audit Committee's responsibility is
to oversee these processes and the activities of the Company's internal audit
department.
In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles, and the Audit
Committee has reviewed and discussed the consolidated financial statements with
management and the independent accountants. The Audit Committee has received and
reviewed the written disclosures and letter from the independent auditors
required by Independence Standards Board Standard No. 1, "Independence
Discussions with Audit Committees", as amended and have discussed with the
independence auditors their independence from the company and management. We
have also discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, "Communication with Audit
Committees", as amended.
In addition, Audit Committee discussed with the independent auditors the
overall scope and plans for their audit, and have met with the independent
auditors and management to discuss the results of their examination, their
understanding and evaluation of the company's internal controls as they
considered necessary to support their
Page 9 of 15
opinion on the financial statements for the year 2002, and various factors
affecting the overall quality of accounting principles applied in the company's
financial reporting. The independent auditors also met with the committee
without management being present to discuss these matters. The Audit Committee
also considered the compatibilities of non-audit services with the accountants'
independence.
In fulfilling its oversight responsibilities, the Audit Committee has
reviewed and discussed with management and the independent accountants the
Company's audited financial statements contained in the Company's Annual Report
on Form 20-F for the year ended December 31, 2002. The Audit Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Company's Annual Report on Form 20-F for the year
ended December 31, 2002, as filed with the Securities and Exchange Commission.
This report is submitted by the Audit Committee. Its members are:
Agustin Gomez de Segura
Alexander Becker
(I) Certain Relationships and Related Transactions
The proposed business of the Company raises potential conflicts of
interests between the Company and certain of its officers and directors.
Certain of the directors of the Company are directors of other companies
and, to the extent that such other companies may participate in ventures in
which the Company may participate, the directors of the Company may have a
conflict of interest in negotiating and concluding terms regarding the extent of
such participation. In the event that such a conflict of interest arises at a
meeting of the directors of the Company, a director who has such a conflict will
abstain from voting for or against the approval of such participation or such
terms. In appropriate cases, the Company will establish a special committee of
independent directors to review a matter in which several directors, or
Management, may have a conflict. Other than as indicated, the Company has no
other procedures or mechanisms to deal with conflicts of interest. The Company
is not aware of the existence of any conflict of interest as described herein.
Directors and/or officers will receive expense reimbursement for expenses
reasonably incurred on behalf of the Company.
Included in accounts payable at December 31, 2002 is $0 (2001 - $0) due to
a directors in respect of salaries, consulting fees and reimbursement for
operating expenses.
The Company does not pay a fee to its outside, non-officer directors. The
Company believes that consulting fees and reimbursement for operating expenses
paid to corporations owned by directors are comparable to amounts that would
have been paid to at arms length third party providers of such services.
(J) Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that during the fiscal year ended December 31, 2002 all filing requirements,
Forms 3, 4 and 5, applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.
(K) Security Ownership of Certain Beneficial Owners and Management
Page 10 of 15
Share Ownership by Directors and Management
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock by the Company's directors and officers
in common as at December 5, 2003. As at December 5, 2003 the Company had
30,162,500 (December 31, 2002 - 12,912,500) shares of Common Stock issued and
outstanding.
----------------------------------------------------------------------------
SHARES OF COMMON APPROXIMATE
OFFICERS AND DIRECTORS STOCK BENEFICIALLY PERCENTAGE
NAME OF BENEFICIAL OWNER OWNED OWNED
------------------------------------------ ------------------ ------------
Agustin Gomez de Segura
Rdo. Fdez. Villaverde, 36 2,000,000 6.631 %
28003 Madrid, Spain
------------------------------------------ ------------------ ------------
Alexander Becker
19a, Kuusinena Str., 2,084,040 6.909%
Moscow, Russia 125252
------------------------------------------ ------------------ ------------
Total - Officers and Directors (2 persons) 4,084,040 13.540 %
------------------------------------------ ------------------ ------------
For information concerning options granted to the above-mentioned individuals
see Executive Compensation - Options/SAR Grants Table.
Agustin Gomez de Segura and Alexander Becker were appointed to the Company's
Board of Directors on December 29, 2002.
Major shareholders
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of December 5, 2003 by each person
who is known by the Company to own beneficially more than five percent (5%) of
the Company's outstanding Common Stock. As at December 5, 2003 there were
30,162,500 shares of Common Stock issued and outstanding.
- -------------------------------------------------------------------------------------------------
Name and Address of Amount and Nature Percentage of
Beneficial Owner \of Beneficial Owner Class
- ----------------------------------------------------------- -------------------- --------------
Kastalia Ltd. 2,700,000 8.952 %
Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
(Beneficially owned by Mr. Alexander Kleimionov)
- ----------------------------------------------------------- -------------------- --------------
Alexei Y. Sementsow 2,312,000 7.665 %
Baklayeva Str.11, App. 105, City of Kimry,
Tver Region, Russia
- ----------------------------------------------------------- -------------------- --------------
Alexander Becker 2,084,040 6.909 %
Komsomolsky Pr. 23/7, App. 25, Moscow, Russia
- ----------------------------------------------------------- -------------------- --------------
Norbex Holdings Ltd. 2,000,000 6.631 %
Drake Chambers, P.O. Box 3321, Road Town, Tortola,
British Virgin Islands
(Beneficially owned by Agustin Gomez de Segura)
- -------------------------------------------------------------------------------------------------
Page 11 of 15
- -------------------------------------------------------------------------------------------------
Redbridge Minerals (Overseas) Ltd. 2,000,000 6.631 %
Trident Chambers, PO Box 146, Road Town, Tortola, British
Virgin Islands
(Beneficially owned by Mrs. Antonina Tsykova)
- -------------------------------------------------------------------------------------------------
The listed beneficial owner does not have the right to acquire any common
shares within the next sixty days, through the exercise of options, warrants,
rights, conversion privilege or similar obligations.
All shareholders have the same voting rights.
PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends the ratification by the stockholders of the
appointment of Moore Stephens Ellis Foster Ltd. as the Company's independent
accountants for the fiscal year ending December 31, 2003. Moore Stephens Ellis
Foster Ltd. has been the accountant for the Company since February 7, 2000.
In the absence of instructions to the contrary, the shares of Common Stock
represented by a proxy delivered to the Board of Directors will be voted for the
ratification of the appointment of Moore Stephens Ellis Foster Ltd. A
representative of Moore Stephens Ellis Foster Ltd. is not expected to be
present.
AUDIT FEES
The aggregate fees billed by Moore Stephens Ellis Foster Ltd. for professional
services for the audit of the Company's annual consolidated financial statements
for fiscal 2002, review of the consolidated financial statements included in the
Company's Annual Report on Form 20-F for fiscal 2002 were $9,900.
ALL OTHER FEES
There were no other fees billed to the Company for services by Moore Stephens
Ellis Foster Ltd. for fiscal 2002.
The Audit Committee believes that the services rendered by Moore Stephens Ellis
Foster Ltd. are compatible with maintaining the principal accountant's
independence.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR 2004 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2004 Annual Meeting of
Shareholders should be submitted by certified mail, return receipt requested and
must be received by the Company on or before January 31, 2004 to be eligible for
inclusion in the Company's proxy statements and form of proxy card relating to
that meeting. Shareholder proposals should be submitted to The Secretary, Soil
Biogenics Limited, P.O. Box 48525, 595 Burrard Street, Vancouver, B.C., Canada,
V7X 1A2. Any such proposal should comply with the Securities and Exchange
Commission rules governing shareholder proposals submitted for inclusion in
proxy materials.
ADDITIONAL INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W. Washington, D.C. 20549. The Company's
Common Stock is traded on the NASD OTC Bulletin Board under the symbol SOBGF.
All reports and documents filed by the Company pursuant to Section 13, 14 or
15(d) of the Exchange Act, after the date of this Proxy Statement, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective date of filing such documents. The Company is current in its
filings. Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Proxy Statement to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be
Page 12 of 15
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Proxy Statement.
A condensed version of the Company's Annual Report on Form 20-F for the year
ended December 31, 2002 including financial statements, is being mailed together
with this Proxy Statement to the Company's stockholders of record at the close
of business on December 5, 2003. The Company will provide without charge to each
person whose proxy is solicited by this proxy statement, a copy of the Company's
annual report on Form 20-F for the year ended December 31, 2002, filed with the
Securities and Exchange Commission. A written request for a copy of such annual
report on Form 20-F should be directed to The Secretary, Soil Biogenics Limited,
P.O. Box 48525,
595 Burrard Street. Vancouver, B.C., Canada, V7X 1A2.
OTHER BUSINESS
The Board of Directors does not know of any other business to be presented to
the meeting and does not intend to bring any other matters before the meeting.
If, however, any other matters properly come before the meeting or any
adjournments thereof, it is intended that the persons named in the accompanying
proxy will vote thereon according to their best judgment in the interests of the
Company.
By Order of the Board of Directors
/s/ Agustin Gomez de Segura
- ---------------------------
Agustin Gomez de Segura
Director
December 5, 2003
STOCKHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN
THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES. YOUR PROMPT RESPONSE WILL BE HELPFUL, AND YOUR COOPERATION WILL
BE APPRECIATED.
Page 13 of 15
Definitive Proxy Statement
SOIL BIOGENICS LIMITED
P.O. Box 48525, 595 Burrard Street
Vancouver, B.C., Canada, V7X 1A2
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON MONDAY DECEMBER 22, 2003
The undersigned hereby appoints Agustin Gomez de Segura and A. Cameron
Richardson or either of them, with full power of substitution, as proxies and
hereby authorizes them to represent and to vote, as designated below, all shares
of Common Stock of Soil Biogenics Limited held of record by the undersigned at
the close of business on December 5, 2003 at the Annual Meeting of Stockholders
to be held on December 22, 2003 and any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND OTHER BUSINESS.
The Board of Directors recommends a vote FOR each of the proposals below.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed (except / / WITHHOLD AUTHORITY to
as marked to the contrary below) vote for all nominees listed below
Agustin Gomez de Segura, Alexander Becker
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF MOORE STEPHENS ELLIS FOSTER LTD. AS
INDEPENDENT ACCOUNTANTS.
/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.
/ / FOR / / AGAINST / / ABSTAIN
Page 14 of 15
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
IF A COMPANY, PLEASE SIGN IN FULL CORPORATE NAME BY THE PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN
AUTHORIZED PERSON.
PLEASE RETURN IN THE ENCLOSED ENVELOPE.
Dated: ____________________________________
__________________________________________________
Signature
__________________________________________________
Signature if held jointly
__________________________________________________
Please print name(s)
Page 15 of 15