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. 1)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
PANGEA PETROLEUM CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MAY 22, 2009
PANGEA PETROLEUM CORP.
3600 GESSNER, SUITE 220
HOUSTON, TEXAS 77063
To All Shareholders in
Pangea Petroleum Corp.
A Special Meeting of Shareholders (the "Special Meeting") of Pangea
Petroleum Corp., a Colorado corporation (the "Company"), will be held on
_____________ June ____, 2009 at the Company's offices at 3600 Gessner, Suite
220, Houston, Texas 77063, at 9:00 a. m. local time, for the purpose of
considering and voting on the following matters:
1. To consider and vote on five proposals to amend the Company's
Articles of Incorporation:
* to change the name of the Company to "AvStar Aviation Group,
Inc." (the "Corporate Name Change Amendment");
* to effect a 1-for-100 reverse stock split (the "Reverse Stock
Split") of the Company's Common Stock, $.001 par value
per share ("Common Stock"), in which every one hundred shares
of Common Stock outstanding as of the effective date of the
amendment will be converted into one share of Common Stock;
provided, however, that all fractional shares will be rounded
up to one whole share, and each holder of Common Stock will
hold a minimum of 100 shares after the Reverse Stock Split
(the "Reverse Stock Split Amendment");
* to add a provision allowing the Company's shareholders to act
by written consent in lieu of a meeting provided that
shareholders, holding shares having not less than the minimum
number of votes that would be necessary to authorize or take
such action at a meeting at which all of the shares
entitled to vote thereon were present and voted, consent
to such action in writing (the "Written Consent Amendment");
* to eliminate, immediately after the effectiveness of the
Reverse Stock Split, the provisions establishing the Company's
Series A Preferred Stock (the "Preferred Stock Amendment") -
This proposal will be acted upon following, and will be
conditioned upon, the approval of the Reverse Stock Split
Amendment; and
* to amend the "powers clause" in the Company's Articles of
Incorporation to delete the lengthy enumeration of the various
powers that the Company possesses and to provide simply
that the Company possess "the powers provided for in the
Colorado Corporation Code with respect to corporations" (the
"Powers Clause Amendment").
2. If and only if each of the Corporate Name Change Amendment, the
Reverse Stock Split Amendment, the Written Consent Amendment,
the Preferred Stock Amendment and the Powers Clause Amendment is
approved, to consider and vote on a proposal (the "Restatement
Proposal") to amend and restate the Company's Articles of
Incorporation in the form of Exhibit A hereto.
The Corporate Name Change Amendment, the Reverse Stock Split Amendment, the
Written Consent Amendment, the Preferred Stock Amendment, the Powers Clause and
the Restatement Proposal and other related matters are more fully described in
the accompanying Proxy Statement and the exhibits thereto, which form a part of
this Notice. All shareholders will be entitled to vote on all matters submitted
for a vote at the Special Meeting. The Board of Directors has fixed the close
of business on May 18, 2009 as the record date for determining the shareholders
entitled to notice of and to vote at the Special Meeting and any adjournment
thereof.
All shareholders of the Company are cordially invited to attend the Special
Meeting. Whether or not you plan to attend the Special Meeting, it is important
that your shares be represented. Accordingly, please sign and date the enclosed
Proxy Card and return it promptly in the envelope provided herewith. Even if
you return a Proxy Card, you may revoke the proxies appointed thereby at any
time prior to the exercise thereof by filing with the Chief Executive Officer of
the Company a written revocation or duly executed Proxy Card bearing a later
date or by attendance and voting at the Special Meeting. Attendance at the
Special Meeting will not, in itself, constitute revocation of the proxies.
By Order of the Board of Directors,
Houston, Texas Russell Ivy,
____________ _____, 2009 President and Chief Executive Officer
PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN
THE ENCLOSED POST-PAID ENVELOPE.
PLEASE DO NOT SEND ANY STOCK CERTIFICATES AT THIS TIME.
PANGEA PETROLEUM CORP.
3600 GESSNER, SUITE 220
HOUSTON, TEXAS 77063
TELEPHONE: (713) 914-9193
PROXY STATEMENT
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GENERAL
This Proxy Statement and the accompanying Proxy Card are furnished in
connection with the solicitation of proxies by order of the Board of Directors
of Pangea Petroleum Corp. (the "Company") to be voted at the Special Meeting of
Shareholders (the "Special Meeting"), to be held at the time and place, and for
the purposes set forth in the accompanying notice. Such notice, this Proxy
Statement and the Proxy Card are being mailed to Shareholders beginning on or
about _______________ ____, 2009.
The Company will bear the costs of soliciting proxies. In addition to the
solicitation made hereby, proxies may also be solicited by telephone, telegram
or personal interview by officers of the Company. The Company will reimburse
brokers or other persons holding stock in their names or in the names of their
nominees for their reason-able expenses in providing beneficial ownership
information and in forwarding proxy material to beneficial owners of stock who
have objected to the disclosure of information regarding them.
All duly executed Proxy Cards received prior to the Special Meeting will be
voted in accordance with the choices specified thereon, unless revoked in the
manner provided hereinafter. As to any matter for which no choice has been
specified on a Proxy Card, except with respect to broker non-votes, the related
shares will be voted by the persons named therein (1) for each of the proposals
described herein, and (2) in the discretion of such persons in connection with
any other business that may properly come before the Special Meeting.
Shareholders may revoke their proxy at any time prior to the exercise thereof by
written notice to Russell Ivy, President and Chief Executive Officer of the
Company, at the address of the Company stated above, by the execution and
delivery of a later dated Proxy Card, or by attendance at the Special Meeting
and voting their shares in person.
The record date for determining those shareholders entitled to vote at the
Special Meeting has been fixed as May 18, 2009. The holders of a majority of
the outstanding shares of the Company's Common Stock and the Company's Series A
Preferred Stock, acting as separate groups, must approve the proposed reverse
stock split before it can become effective. The holders of a majority of the
outstanding shares of the Company's Common Stock and the Company's Series A
Preferred Stock, acting as a single group, must approve each of the other
proposals before any one of them can become effective. As of May 18, 2009, the
Company had outstanding 490,499,544 shares of common stock and 1,000,000 shares
of Series A Preferred Stock. Each share of Common Stock is entitled to one vote
with respect to each matter to be acted upon at the meeting. Shareholders
personally present, or represented by proxy, and holding more than majority of
the outstanding Common Stock will constitute a quorum. The Preferred Stock
Amendment will not be presented for a vote at the Special Meeting unless and
until shareholders have approved the Reverse Stock Split Amendment. The
Restatement Proposal will not be presented for a vote at the Special Meeting
unless and until shareholders have approved each of the Corporate Name Change
Amendment, the Reverse Stock Split Amendment, and the Written Consent Amendment
All the Company shareholders are cordially invited to attend the special
meeting in person. However, to ensure your representation at the special
meeting, you are urged to complete, sign, date and return the enclosed proxy
card as soon as possible. If you are a shareholder of record of the Company's
common stock, you may also cast your vote in person at the special meeting. If
your shares are held in an account at a brokerage firm or bank, you may be
required to instruct your broker or bank on how to vote your shares. If you do
not vote or do not instruct your broker or bank how to vote, your action may
have the same effect as voting "AGAINST" approval of each of the proposals. An
abstention or failure to vote will have no effect on any vote to adjourn the
special meeting.
The board of directors of the Company recommends that you vote "FOR" each
of the proposals, which are described in detail in this proxy statement.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table sets forth below contains certain information as of May 18, 2009
concerning the beneficial ownership of our voting stock by each shareholder who
is known by us to own beneficially in excess of 5% of an outstanding class of
voting stock. As of May 18, 2009, none of our directors or executive officers
directly owned any shares of an outstanding class of voting stock. Each of
Russell Ivy, Henry A. Schulle, Gregory H. Noble and James H. Short are officers
and directors of AvStar Aviation Services, Inc. and thus may be deemed to be the
beneficial owners of the shares owned by such corporation, provided, however,
that each of them has disclaimed beneficial ownership of such shares.
Except as otherwise indicated, all persons listed below have (i) sole
voting power and investment power with respect to their shares, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares. Shares not outstanding
but deemed beneficially owned by virtue of the right of a person or member of a
group to acquire them within 60 days of May 18, 2009 are treated as outstanding
only for determination of the number and percent owned by such group or person.
Amount and Nature of Beneficial Ownership
Name and Address Title Number of % of Number of % of Total
of Beneficial Owner of Class Shares Class Votes Votes
Beneficially
Owned
NON-MANAGEMENT 5%
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SHAREHOLDERS
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AvStar Aviation Preferred 1,000,000 100% 5,000,000,000 92.8%
Services, Inc.
3600 Gessner,
Suite 220
Houston, Texas 77063
Mark F. Weller Common 56,477,858(2) 14.3% 52,352,858 *
9801 Westheimer,
Suite 302
Houston, Texas
77042
Charles B. Pollock Common 43,662,122 (3) 11.1% 41,262,122 *
9801 Westheimer,
Suite 302
Houston, Texas
77042
Christopher P. Common 30,000,000 7.7% 30,000,000 *
Scully
777 Post Oak Blvd.,
Suite 610
Houston, TX 77056
Sage Office Services Common 27,500,000 7.0% 27,500,000 *
9801 Westheimer,
Suite 302
Houston, TX 77042
Elizabeth Pollock Common 21,468,198 5.5% 21,468,198 *
9801 Westheimer,
Suite 302
Houston, TX 77042
(1) Each share of Preferred Stock is entitled to 5,000 votes.
(2) Each share of Preferred Stock is entitled to 5,000 votes.
(3) Includes 52,352,858 restricted common shares and 4,125,000 warrants
that include 1,200,000 warrants with an exercise price of $0.01
that expire July 18, 2009; 1,800,000 warrants with an exercise
price of $0.01 that expire December 22, 2009 and 1,125,000 warrants
with an exercise price of $0.01 that expire June 28, 2010.
(4) Includes 41,262,122 restricted common shares held directly and
2,400,000 warrants which include 600,000 warrants with an
exercise price of $0.01 that expire July 30, 2009 and 1,800,000
warrants with an exercise price of $0.01 that expire December 22,
2009
BACKGROUND INFORMATION
The Company is governed by its Articles of Incorporation dated March 11,
1997. Such Articles of Incorporation has been amended a number of times, and
(as so amended) is referred to hereinafter as the "Current Charter"). The
appreciable number of amendments of the Current Charter makes it somewhat
difficult to read and follow. Moreover, the Company's corporate name as
reflected in the Current Charter is "Pangea Petroleum Corp.," consistent with
our business in recent years as an independent energy company focused on
exploration and development of oil and natural gas reserves. However, we
recently adopted a significant change in our corporate direction, and decided to
focus our efforts on acquiring aviation related businesses and developing these
businesses to their commercial potential. Accordingly, our current corporate
name is misleading and is no longer reflective of our core business.
Furthermore, the Current Charter authorizes 500,000,000 shares of common stock.
We currently have issued and outstanding 490,499,544 shares of common stock,
leaving us with a comparably insignificant number of authorized but unissued
shares for future corporation purposes. Also, management believes that this
large number of outstanding shares has greatly depressed the per-share price of
the Company's common stock. Finally, the Company now has outstanding a class of
preferred stock in which the vast majority of the Company's voting power
resides, a circumstance that is unusual.
..
In view of the preceding, the Board of Directors believes that the Current
Charter is no longer suitable to govern the Company. Accordingly, the Company
intends to amend the Current Charter in ways that are described hereinafter.
The primary substantive amendments involve the change in the Company's corporate
name to "AvStar Aviation Group, Inc.," a one-for-100 reverse stock split of the
Company's common stock, the addition of a provisions allowing the Company's
shareholders to act by written consent in lieu of a meeting, the elimination of
the Company's Series A Preferred Stock upon the effectiveness of the foregoing
reverse stock split, and a modification of the "powers clause" in the Company's
Articles of Incorporation to delete the lengthy enumeration of the various
powers that the Company possesses and to provide a simple, broad powers clause
in lieu thereof. Each of these amendments is discussed immediately below. If
each of these amendments is adopted, the Company intends to restate the Current
Charter so that all amended and non-amended provisions of the Current Charter
can be contained in a single document. The restatement will further amend the
Current Charter in technical, non-substantive ways that are described
hereinafter.
PROPOSAL 1
CORPORATE NAME CHANGE
GENERAL
At the Special Meeting, holders of shares of Common Stock will be asked to
consider and vote upon a proposal to change the name of the Company to "AvStar
Aviation Group, Inc." (the "Name Change") by means of an amendment to the
Company's Articles of Incorporation (the "Name Change Amendment"). If approved
by the shareholders of the Company, the Name Change Amendment will become
effective upon the filing of either Articles of Amendment or Amended and
Restated Articles of Incorporation in the form of Exhibit A hereto (the "Amended
and Restated Articles") with the Secretary of State of Colorado, which is
expected to occur shortly after the requisite shareholder approval is obtained.
The Name Change Amendment was approved by all of the directors of the Company.
REASONS FOR THE NAME CHANGE
The Company was incorporated on March 11, 1997. Its corporate name has
been changed a couple of times in the past. The Company's current corporate
name as reflected in the Current Charter is "Pangea Petroleum Corp.," consistent
with the Company's business in recent years as an independent energy company
focused on exploration and development of oil and natural gas reserves.
However, we recently adopted a significant change in our corporate direction,
and decided to focus our efforts on acquiring aviation related businesses and
developing these businesses to their commercial potential when we acquired all
of the outstanding common stock in San Diego Airmotive from AvStar Aviation
Services, Inc. In view of such change in our corporate direction, our current
corporate name is misleading and is no longer reflective of our core business.
The Company's management believes that the "AvStar Aviation" name has earned a
solid reputation in the market place and is more reflective of the Company's
proposed future business pursuits. Accordingly, the Company believes that a
change of the Company's corporate name to "AvStar Aviation Group, Inc." is very
appropriate in view of the Company's proposed future business pursuits. Thus,
the Board of Directors has decided that Article I of the Current Charter should
be amended to change the Company's corporate name to "AvStar Aviation Group,
Inc."
BOARD RECOMMENDATION AND REQUIRED APPROVAL
The Board of Directors believes that the Name Change Amendment is in the
best interests of the Company and its Shareholders and recommends that the
Shareholders approve the Name Change Amendment.
The affirmative vote of the holders of at a majority of the outstanding
shares of Common Stock and the holders of the Company's Series A Preferred
Stock, acting as a single group, is required for approval of the Corporate Name
Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE NAME
CHANGE AMENDMENT.
PROPOSAL 2
REVERSE STOCK SPLIT
GENERAL
At the Special Meeting, holders of the Company's voting stock will be asked
to consider and vote upon a proposal to effect, by means of an amendment to the
Company's Articles of Incorporation stock (the "Reverse Stock Split
Amendment"), a one-for-100 reverse stock split stock (the "Reverse Stock
Split") of the Company's common stock (the "Common Stock") in which every 100
shares of Common Stock outstanding as of the effective date of the amendment
will be converted into one share of Common Stock and all of the Company's
outstanding shares of Series A Preferred Stock would be converted into Common
Stock as described herein. In addition to the Common Stock, the Company
currently has outstanding 1,000,000 shares of its Series A Preferred Stock. By
the terms of the Series A Preferred Stock, each share of this class will
automatically convert into 50 post-split shares of Common Stock (for a total of
50.0 million post-split shares) immediately upon the effectiveness of the
Reverse Stock Split. If approved by the shareholders of the Company, the
Reverse Stock Split will become effective upon the filing of either Articles of
Amendment or the Amended and Restated Articles with the Secretary of State of
Colorado, which is expected to occur shortly after the requisite shareholder
approval is obtained. The Reverse Stock Split Amendment was approved by all of
the directors of the Company.
The Current Charter authorizes 500,000,000 shares of Common Stock. The
Company currently has issued and outstanding 490,499,544 shares of Common Stock,
leaving the Company with a comparably insignificant number of authorized but
unissued shares for future corporate purposes. The Reverse Stock Split would
significantly reduce the number of outstanding shares of Common Stock. The
Company expects to have outstanding 54,904,995 common shares immediately after
the Reverse Stock Split, with the former sole holder of the Company's Series A
Preferred Stock holding 50.0 million shares by virtue of the automatic
conversion of such preferred shares and the Company's common shareholders
holding approximately 4,904,995 common shares. The Reverse Stock Split will not
have any appreciable change in the proportionate economic or voting interest in
the Company between the sole holder of the Company's Series A Preferred Stock,
on the one hand, and the Company's common shareholders, on the other hand,
inasmuch as the Current Charter accords to the sole holder of the Company's
Series A Preferred Stock approximately 91.1% of the outstanding economic and
voting interests in the Company. However, the Reverse Stock Split will simplify
the Company's capital structure with the elimination of all outstanding shares
of the Company's Series A Preferred Stock by virtue of the automatic conversion
thereof. It is anticipated that the simplified post-reverse capital structure
will enable the company easier access to institutional capital. Institutional
capital is critical for the company's growth and the implementation of its
acquisition strategy going forward. The only changes in the proportionate
equity interest in the Company will result from the provisions for the
elimination of fractional shares described below, and these changes are expected
to be extremely minimal. If the Reverse Stock Split is approved, each
outstanding share of Common Stock will be entitled to one vote at each meeting
of shareholders of the Company, as is the case with each currently outstanding
share. While a reduced number of outstanding shares of Common Stock could
adversely affect the future liquidity of the Common Stock, the Board of
Directors does not believe that this is likely to happen.
REASONS FOR THE REVERSE STOCK SPLIT
As the Board of Directors has refined its business plans and explored
generally various future options, the Board has come to believe that
proportionately reducing the number of outstanding shares of Common Stock and
eliminating the Company's Series A Preferred Stock at this time will serve
several Company objectives.
First, the Reverse Stock Split would permit the Company to issue an
additional 445,095,005 shares of Common Stock. Presently, the Company has not
meaningful additional shares to issue in view of the current market price of the
Common Stock. The additional shares could be issued for any proper corporate
purpose including, but not limited to, future equity and convertible debt
financings, acquisitions of property or securities of other corporations, debt
conversions and exchanges, exercise of current and future options and warrants,
for issuance under the Company's future employee benefit plans, stock dividends
and stock splits. Although the Company is currently seeking capital and
business acquisition opportunities, the Company has no letter of intent, or
agreement in principal, in effect (much less any definitive agreement) regarding
such a transaction, and there can be no assurance that the Company will ever be
successful in raising any capital funds or completing any acquisition.
The Board of Directors is required to make each determination to issue
shares of Common Stock based on its judgment as to the best interests of the
shareholders and the Company. The additional shares will be available for
issuance from time to time by the Company at the discretion of the Board of
Directors, normally without further shareholder action or notification (except
as may be required for a particular transaction by applicable law, requirements
of regulatory agencies or by stock exchange rules that may apply in the future).
The Board of Directors does not anticipate seeking authorization from the
Company's shareholders for the issuance of any of the additional shares of
Common Stock. The availability of such shares for issuance in the future will
give the Company greater flexibility and permit such shares to be issued without
the expense and delay of a special shareholders' meeting. However, there can be
no assurance that shareholders would approve of all or even any of the stock
issuances undertaken with the additional share. The holders of the Company's
existing outstanding shares of Common Stock will have no preemptive right to
purchase any additional shares. The issuance of the additional shares of Common
Stock could reduce (perhaps substantially) the proportionate interest that each
presently outstanding share of Common Stock has with respect to dividends,
voting, and the distribution of assets upon liquidation.
Next, the Board of Directors believes that proportionately reducing the
number of outstanding shares of Common Stock will increase the per-share value
of the shares of Common Stock that remain outstanding. The Board of Directors
believes that this will facilitate future capital raising transactions. This
belief is premised on the Board's understanding that the current per-share value
of the Common Stock impairs the acceptability of the Common Stock by the types
of investors that the Company would like to invest in the Company.
Theoretically, the price and value of a stock should not (by itself) affect its
acceptability, the type of investor who acquires it, or the Company's reputation
in the financial community. In practice this is not necessarily the case, as
many institutional investors look upon low-priced stock as unduly speculative in
nature and, as a matter of policy, avoid investment in such stocks.
Furthermore, the Board of Directors believes that a lower per-share price
reduces the effective marketability of the Common Stock because of the
reluctance of many leading brokerage firms to recommend low-priced stock to
their clients. In addition, a variety of brokerage house policies and practices
tend to discourage individual brokers within those firms from dealing in
low-priced stocks. Some of those policies and practices pertain to the payment
of brokers' commissions and to time-consuming procedures that function to make
the handling of low-priced stocks unattractive to brokers from an economic
standpoint. Many brokerage firms and stock exchanges also prohibit investors
from purchasing on margin stocks that are trading below certain prices per
share. Additionally, the structure of trading commissions also tends to have an
adverse impact upon holders of low-priced stock because the brokerage commission
on a sale of low-priced stock generally represents a higher percentage of the
sales price than the commission on a relatively higher priced stock. Therefore,
lower prices for the Common Stock may adversely affect anyone who wishes to
acquire shares and holders who wish to liquidate their holdings.
Moreover, for much of the same reasons already stated, the Board of
Directors believes that a higher per-share value will make the Common Stock more
acceptable to sellers in possible, future financing and business acquisition
transactions. As previously stated, the Company has no letter of intent or
agreement in principal in effect (much less any definitive agreement) regarding
any such financing or acquisition, and there can be no assurance that the
Company will ever be successful in raising any capital funds or completing any
acquisition.
While management believes that the Reverse Stock Split will have a positive
effect on the Company, there can be no assurance that this will necessarily be
true. There can be no assurance that the value of a share of Common Stock after
the Reverse Stock Split will be 100 times the value if the Reverse Stock Split
is not implemented, or that the Reverse Stock Split will otherwise have the
desired effects described.
Finally, the automatic conversion of the Company's Series A Preferred Stock
upon the effectiveness of the Reverse Stock Split will mean that the Company
will have outstanding only one class of stock after the Reverse Stock Split.
Management believes that this simplification of the Company's capital structure
will make such structure more easily understood by investors and the public, and
will make the Common Stock more attractive to investors.
EXCHANGE OF STOCK CERTIFICATES AND ELIMINATION OF FRACTIONAL SHARE INTERESTS
If the requisite number of shares of Common Stock entitled to vote consent
to the Reverse Stock Split, a Certificate of Amendment effecting the Reverse
Stock Split will be filed in the Office of the Secretary of State of Colorado
promptly after such approval. The Reverse Stock Split would become effective as
of the close of business on the date of the filing of the Certificate of
Amendment (such filing is referred to hereinafter as the "Filing").
Shareholders of the Company of record as of the Filing will then be furnished
the necessary materials and instructions to effect the exchange of their
certificates representing Common Stock outstanding prior to the Reverse Stock
Split (referred to hereinafter as "Pre-Split Shares") for new certificates
representing Common Stock after the Reverse Stock Split (referred to hereinafter
as "Post-Split Shares"). Certificates representing Pre-Split Shares
subsequently presented for transfer will not be transferred on the books and
records of the Company but will be returned to the tendering person for
exchange. Shareholders of the Company should not submit any certificates until
requested to do so. In the event any certificate representing Pre-Split Shares
is not presented for exchange upon request, any dividends that may be declared
after the date of the Filing with respect to the shares represented by such
certificate will be withheld by the Company until such certificate has been
properly presented for exchange, at which time all such withheld dividends which
have not yet been paid to a public official pursuant to the abandoned property
laws will be paid to the holder thereof or his designee, without interest.
No fractional shares will be issued. Instead, all fractional shares will
be rounded up to one whole share, and each holder of Common Stock will hold a
minimum of 100 shares after the Reverse Stock Split.
FEDERAL INCOME TAX CONSEQUENCES
This discussion is for general information only and does not discuss
consequences that may apply to special classes of taxpayers (e.g., non-resident
aliens, broker-dealers, or insurance companies). Shareholders are urged to
consult their own tax advisors to determine the particular consequences to them
of the Reverse Stock Split.
The exchange of Pre-Split Shares for Post-Split Shares will not result in
recognition of gain or loss for federal income tax purposes. Otherwise, your
holding period and tax basis of your Pre-Split Shares are applied in total to
your Post-Split Shares.
ANTI-TAKEOVER AND RELATED EFFECTS
The availability of authorized but unissued additional shares of Common
Stock could discourage third parties from attempting to gain control of the
Company, since the Board of Directors could authorize the issuance of common
shares in a private placement or otherwise to one or more persons. The issuance
of these shares could dilute the voting power of a person attempting to acquire
control of the Company, increase the cost of acquiring control or otherwise
hinder the efforts of the other person to acquire control. The additional
common shares authorized by the Amendment and Restatement are not intended as an
anti-takeover device, and they are not expected to function unintentionally as
one. However, the Board of Directors could issue shares of Common Stock in a
manner that makes more difficult or discourages an attempt to obtain control of
the Company by means of a merger, tender offer, proxy contest or other means,
although the Board of Directors has no present intention of doing so. When, in
the judgment of the Board of Directors, the issuance of shares under such
circumstances would be in the best interest of the shareholders and the Company,
such shares could be privately placed with purchasers favorable to the Board of
Directors in opposing such action. The issuance of new shares could thus be
used to dilute the stock ownership of a person or entity seeking to obtain
control of the Company if the Board of Directors considers the action of such
entity or person not to be in the best interest of the shareholders and the
Company. The existence of the additional authorized shares could also have the
effect of discouraging unsolicited takeover attempts. The Company is not aware
of any present efforts or plans by any person to undertake a hostile takeover of
the Company.
In addition, the Reverse Stock Split is not intended as a "going private
transaction" covered by Rule 13e-3 under the Securities Exchange Act of 1934,
and it is not expected to function unintentionally as one.
DISSENTERS' RIGHTS
Under Colorado corporation law and the Company's Articles of Incorporation
and bylaws, holders of Common Stock will not be entitled to dissenters' rights
with respect to the Reverse Stock Split.
BOARD RECOMMENDATION AND REQUIRED APPROVAL
The Board of Directors believes that the Reverse Stock Split Amendment is
in the best interests of the Company and its Shareholders and recommends that
the Shareholders approve the Reverse Stock Split Amendment.
The affirmative vote of the holders of at a majority of the outstanding
shares of Common Stock and the Company's Series A Preferred Stock, acting as
separate groups, is required for approval of the Reverse Stock Split and the
proposed amendment of the Articles of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE REVERSE
STOCK SPLIT AMENDMENT.
PROPOSAL 3
SHAREHOLDER WRITTEN CONSENTS
GENERAL
At the Special Meeting, holders of the Company's voting stock will be asked
to consider and vote upon a proposal to add a provision the Company's Articles
of Incorporation allowing the Company's shareholders to act by written consent
in lieu of a meeting provided that shareholders, holding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all of the shares entitled to vote thereon
were present and voted, consent to such action in writing (the "Written Consent
Amendment"). If approved by the shareholders of the Company, the Written
Consent Amendment will become effective upon the filing of either Articles of
Amendment or the Amended and Restated Articles with the Secretary of State of
Colorado, which is expected to occur shortly after the requisite shareholder
approval is obtained. The Written Consent Amendment was approved by all of the
directors of the Company.
REASONS FOR THE WRITTEN CONSENT AMENDMENT
Written consents enable shareholders to take corporate action with less
time and fewer costs than conducting a meeting to take such action. Colorado
corporation law provides that shareholders may take action by written consent
only if such consent is given by all of the shareholders. Colorado corporation
law goes further to provide that shareholders may provide in their Articles of
Incorporation they may take action by written consent with less than unanimous
consent so long as written consent is given by not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all of the shares entitled to vote thereon were present and voted. The
Written Consent Amendment will add to the Company's Article XIV of the Company's
Articles of Incorporation a new paragraph that will read in its entirety as
follows:
"Any action required by the Colorado Corporation Code to
be taken at any annual or special meeting of shareholders,
or any action which may be taken at any annual meeting or
special meeting of the shareholders, may be taken without a
meeting, without prior notice, and without a vote, if
shareholders, holding shares having not less than the
minimum number of votes that would be necessary to
authorize or take such action at a meeting at which
all of the shares entitled to vote thereon were present
and voted, consent to such action in writing."
Management believes that the Written Consent Amendment will enable the Company's
shareholders to take favorable actions in a fast, more cost-effective manner,
without the delay and expense of having to call a meeting. The Company will
still need to comply with the proxy rules of the U.S. Securities and Exchange
Commission, and these rules will ensure that shareholders receive important
information about any action proposed to be taken by written consent.
BOARD RECOMMENDATION AND REQUIRED APPROVAL
The Board of Directors believes that the Written Consent Amendment is in
the best interests of the Company and its Shareholders and recommends that the
Shareholders approve the Written Consent Amendment.
The affirmative vote of the holders of at a majority of the outstanding
shares of Common Stock and the holders of the Company's Series A Preferred
Stock, acting as a single group, is required for approval of the Written Consent
Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE WRITTEN
CONSENT AMENDMENT.
PROPOSAL 4
ELIMINATION OF THE SERIES A PREFERRED STOCK
GENERAL
At the Special Meeting but only if the Reverse Stock Split Amendment is
approved by shareholders, holders of the Company's voting stock will be asked to
consider and vote upon a proposal to eliminate, immediately after the
effectiveness of the Reverse Stock Split, the provisions establishing the
Company's Series A Preferred Stock (the "Preferred Stock Amendment"). If
approved by the shareholders of the Company, the Preferred Stock Amendment will
become effective upon the filing of either Articles of Amendment or the Amended
and Restated Articles with the Secretary of State of Colorado, which is expected
to occur shortly after the requisite shareholder approval is obtained. The
Preferred Stock Amendment was approved by all of the directors of the Company.
REASONS FOR THE ELIMINATION OF SERIES A PREFERRED STOCK.
Each share of the Series A Preferred Stock will automatically be converted
into shares of Common Stock by virtue of the Reverse Stock Split. Thus, no
shares of the Series A Preferred Stock will remain outstanding. Because of
this, the continued authorization of such preferred stock no longer makes much
sense. The elimination of the Series A Preferred Stock provisions will simplify
the Company's Articles of Incorporation. Moreover, it will allow for the
authorization by the Company's Board of Directors without shareholder approval
of an additional 1.5 million shares of preferred stock (for a total of 10
million shares) featuring such rights, privileges, qualifications, restrictions
and limitations as the Board of Directors believes appropriate. In this
connection, the Board of Directors in the future may authorize a new series of
preferred stock designated as the "Series A Preferred Stock," but such series
may contain different rights, privileges, qualifications, restrictions and
limitations than the current series now bearing such designation. The Board of
Directors has no current plans for authorizing any preferred stock, and the
Preferred Stock Amendment is being proposed solely as a means to simplify the
Company's Articles of Incorporation.
BOARD RECOMMENDATION AND REQUIRED APPROVAL
The Board of Directors believes that the Preferred Stock Amendment is in
the best interests of the Company and its Shareholders and recommends that the
Shareholders approve the Preferred Stock Amendment.
The affirmative vote of the holders of at a majority of the outstanding
shares of Common Stock and the holders of the Company's Series A Preferred
Stock, acting as a single group, is required for approval of the Preferred Stock
Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
PREFERRED STOCK AMENDMENT.
PROPOSAL 5
AMENDMENT OF THE POWERS CLAUSE
GENERAL
At the Special Meeting, holders of the Company's voting stock will be asked
to consider and vote upon a proposal to amend the "powers clause" in the
Company's Articles of Incorporation to delete the lengthy enumeration of the
various powers that the Company possesses and to provide simply that the Company
possess "the powers provided for in the Colorado Corporation Code with respect
to corporations" (the "Powers Clause Amendment"). If approved by the
shareholders of the Company, the Powers Clause Amendment will become effective
upon the filing of either Articles of Amendment or the Amended and Restated
Articles with the Secretary of State of Colorado, which is expected to occur
shortly after the requisite shareholder approval is obtained. The Powers Clause
Amendment was approved by all of the directors of the Company.
REASONS FOR THE POWERS CLAUSE AMENDMENT
Article II of the Company's Articles of Incorporation contains a customary
general purpose clause to the effect that the Company may engage in "all lawful
business for which corporations may be incorporated pursuant to the Colorado
Corporation Code." Article II of the Current Charter goes on to include a
rather lengthy enumeration of the powers that the Company possesses. For the
sake or simplicity and conformity to current practices, the Company's Board of
Directors proposes to amend Article II to substitute for the current lengthy
powers clause a customary general powers clause to the effect that the Company
shall have "the powers provided for in the Colorado Corporation Code with
respect to corporations." The Board of Directors believes that the lengthy
enumeration of the powers that the Company possesses is unnecessary and adds to
the length of the Company's Articles of Incorporation without any justifiable
reason. The Powers Clause Amendment is being proposed solely as a means to
simplify the Company's Articles of Incorporation. If shareholders approve the
Powers Clause Amendment, Article II will read in its entirety as follows:
"The purpose for which the corporation is organized is to transact all lawful
business for which corporations may be incorporated pursuant to the Colorado
Corporation Code. The corporation shall have the powers provided for in the
Colorado Corporation Code with respect to corporations."
BOARD RECOMMENDATION AND REQUIRED APPROVAL
The Board of Directors believes that the Powers Clause Amendment is in the
best interests of the Company and its Shareholders and recommends that the
Shareholders approve the Powers Clause Amendment.
The affirmative vote of the holders of at a majority of the outstanding
shares of Common Stock and the holders of the Company's Series A Preferred
Stock, acting as a single group, is required for approval of the Powers Clause
Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE POWERS
CLAUSE AMENDMENT.
PROPOSAL 6
AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION
GENERAL
At the Special Meeting but only if each of the Corporate Name Change
Amendment, the Reverse Stock Split Amendment, the Written Consent Amendment, the
Preferred Stock Amendment and the Powers Clause Amendment is approved, holders
of the Company's voting stock will be asked to consider and vote upon a proposal
(the "Restatement Proposal") to amend and restate the Company's Articles of
Incorporation in the form of Exhibit A hereto (the "Amended and Restated
Articles"). If approved by the shareholders of the Company, the Restatement
Proposal will become effective upon the filing of the Amended and Restated
Articles with the Secretary of State of Colorado, which is expected to occur
shortly after the requisite shareholder approval is obtained. The Restatement
Proposal was approved by all of the directors of the Company.
REASONS FOR THE RESTATEMENT PROPOSAL
The Company's Articles of Incorporation date back to March 11, 1997,
and have been amended a number of times. At the Special Meeting, shareholders
may approve up to an additional five amendments. The Restatement Proposal will
be presented to shareholders only if each of these five additional amendments is
approved. The Company's Board of Directors believes that the appreciable number
of amendments of the Company's Articles of Incorporation makes it somewhat
difficult to read and follow. The Amended and Restated Articles will
essentially take the original text of the Company's Articles of Incorporation
and updates it by all subsequent amendments still in effect, including those
approved at the Special Meeting. These amendments will be added essentially
without further change or amendment to the Articles of Incorporation but for the
following technical, non-substantive further amendments:
ARTICLE V - NAME AND ADDRESSES OF INCORPORATOR AND INITIAL DIRECTORS.
The Amended and Restated Articles will make a technical amendment to Article V
of the Company's Articles of Incorporation to delete the names and addresses of
the Company's incorporator and initial directors. This information is no longer
relevant.
ARTICLE VII - INDEMNIFICATION - Article VII of the Company's Articles
of Incorporation currently contains customary indemnification provisions
regarding directors and officers. The Amended and Restated Articles will make
technical amendments to Article VII to make this Article gender-neutral. The
substance of this Article will not be affected in any manner.
ARTICLE VIII - NAME AND ADDRESS OF RESIDENT AGENT. The Company has
previously changed its registered agent, and this change has been reflected in
the records of the Secretary of State of Colorado. The Amended and Restated
Articles will simply restate Article VIII to reflect this change.
The Restatement Proposal is being made solely as a means to simplify the
Company's Articles of Incorporation.
BOARD RECOMMENDATION AND REQUIRED APPROVAL
The Board of Directors believes that the Restatement Proposal is in the
best interests of the Company and its Shareholders and recommends that the
Shareholders approve the Restatement Proposal.
The affirmative vote of the holders of at a majority of the outstanding
shares of Common Stock and the holders of the Company's Series A Preferred
Stock, acting as a single group, is required for approval of the Restatement
Proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
RESTATEMENT PROPOSAL.
SUBMISSION OF SHAREHOLDER PROPOSALS
FOR NEXT ANNUAL MEETING
Shareholders wishing to submit proposals for consideration by the Company's
Board of Directors at the Company's next Annual Meeting of Shareholders should
submit them in writing to the attention of the President of the Company a
reasonable time before the Company begins to print and mail its proxy materials,
so that the Company may consider such proposals for inclusion in its written
consent solicitation statement and form of proxy for that meeting. The Company
does not now have any definitive plans regarding the possible date of its next
Annual Meeting.
By Order of the Board of Directors,
Houston, Texas Russell Ivy,
____________ _____, 2009 President and Chief Executive Officer
EXHIBIT A
FIRST AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PANGEA PETROLEUM CORP.
(CHANGING ITS NAME HEREBY TO "AVSTAR AVIATION GROUP, INC.")
These Amended and Restated Articles of Incorporation correctly set
forth, amend, and restate, the provisions of the Articles of Incorporation of
Pangea Petroleum Corp., changing its name hereby to "AvStar Aviation Group,
Inc." (the "Corporation"), as amended and currently in effect. These Amended and
Restated Articles of Incorporation contain amendments that were adopted by the
shareholders of the Corporation. The number of votes cast for the amendments and
this restatement, by each voting group entitled to vote separately on the
amendments and this restatement, were sufficient for approval by that voting
group. These Amended and Restated Articles of Incorporation supersede all other
Articles of Incorporation of the Corporation and all amendments and Articles of
Amendment thereto. The Articles of Incorporation of the Corporation are hereby
amended and restated in the following manner:
ARTICLE I
The name of the corporation shall be AvStar Aviation Group, Inc.
ARTICLE II
The purpose for which the corporation is organized is to transact all
lawful business for which corporations may be incorporated pursuant to the
Colorado Corporation Code. The corporation shall have the powers provided for
in the Colorado Corporation Code with respect to corporations.
ARTICLE III
The total number of shares of stock that the Corporation shall have
authority to issue is Five Hundred Ten Million (510,000,000) consisting of Five
Hundred Million (500,000,000) shares of Common Stock, par value $0.001 per share
("Common Stock"), and Ten Million (10,000,000) shares of Preferred Stock, par
value $0.001 per share ("Preferred Stock").
Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more series, each of which shall have such distinctive
designation or title as shall be determined by the Board of Directors of the
Corporation ("Board of Directors") prior to the issuance of any shares thereof.
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the issue of
such class or series of Preferred Stock as maybe adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof. The number
of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the voting power of all the then outstanding shares
of the capital stock of the corporation entitled to vote generally in the
election of the Directors (the "Voting Stock"), voting together as a single
class, without a separate vote of the holders of the Preferred Stock, or any
series thereof, unless a vote of any such holders is required pursuant to any
Preferred Stock Designation.
Upon the effectiveness of the filing with the Secretary of State of
Colorado of this First Amended and Restated Articles of Incorporation adding
this paragraph to the Corporation's Articles of Incorporation, each one hundred
(100) shares of Common Stock issued and outstanding immediately prior to the
filing of such First Amended and Restated Articles of Incorporation as aforesaid
shall be combined into one (1) share of validly issued, fully paid and
non-assessable Common Stock. As soon as practicable after such date, the
Corporation shall request holders of the Common Stock to be combined in
accordance with the preceding to surrender certificates representing their
Common Stock to the Corporation's authorized agent, and each such shareholder
shall receive upon such surrender one or more stock certificates to evidence and
represent the number of shares of Common Stock to which such shareholder is
entitled after the combination of shares provided for herein; provided, however,
that this Corporation shall not issue fractional shares of Common Stock in
connection with this combination, but all fractional shares that would otherwise
result shall be rounded up to one whole share of Common Stock and provided
further that each holder of the Common Stock will hold a minimum of 100 shares
after this combination.
ARTICLE IV
The corporation shall have perpetual existence.
ARTICLE V
The governing board of this corporation shall be known as the Board of
Directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this corporation.
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
(a) To manage and govern the corporation by majority vote of members present
at any regular or special meeting at which a quorum shall be present unless the
act of a greater number is required by the laws of the state of incorporation,
these Articles of Incorporation, or the Bylaws of the Corporation.
(b) To make, alter, or amend the Bylaws of the corporation at any regular or
special meeting.
(c) To fix the amount to be reserved as working capital over and above its
capital stock paid in.
(d) To authorize and cause to be executed mortgages and liens upon the real
and personal property of this corporation.
(e) To designate one or more committees, each committee to consist of two or
more of the directors of the corporation, which, to the extent provided by
resolution or in the Bylaws of the corporation, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the corporation. Such committee or committees shall have such name or names
as may be stated in the Bylaws of the corporation or as may be determined from
time to time by resolution adopted by the Board of Directors.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all of the property and
assets of the corporation, if in the usual and regular course of its business,
upon such terms and conditions as the Board of Directors may determine without
vote or consent of its shareholders.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all the property or assets
of the corporation, including its goodwill, if not in the usual and regular
course of its business, upon such terms and conditions as the Board of Directors
may determine, provided that such sale shall be authorized or ratified by the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a shareholders' meeting called for that purpose, or
when authorized or ratified by the written consent of all the shareholders of
the shares entitled to vote thereon.
The Board of Directors shall have the power and authority to merge or
consolidate the corporation upon such terms and conditions as the Board of
Directors may authorize, provided that such merger or consolidation is approved
or ratified by the affirmative vote of the shareholders of at least a majority
of the shares entitled to vote thereon at a shareholders meeting called for that
purpose, or when authorized or ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
The corporation shall be dissolved upon the affirmative vote of the
shareholders of at least a majority of the shares entitled to vote thereon at a
meeting called for that purpose, or when authorized or ratified by the written
consent of all the shareholders of the shares entitled to vote thereon.
The corporation shall revoke voluntary dissolution proceedings upon
the affirmative vote of the shareholders of at least a majority of the shares
entitled to vote at a meeting called for that purpose, or when authorized or
ratified by the written consent of all the shareholders of the shares entitled
to vote thereon.
ARTICLE VI
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation of the powers conferred by law.
No contract or other transactions of the corporation with any other person,
firm or corporation, or in which this corporation is interested, shall be
affected or invalidated by (a) the fact that any one or more of the directors or
officers of this corporation is interested in or is a director or officer of
such other firm or corporation; or (b) the fact that any director or officer of
this corporation, individually or jointly with others, may be a party to or may
be interested in any such contract or transaction, so long as the contract or
transaction is authorized, approved or ratified at a meeting of the Board of
Directors by sufficient vote thereon by directors not interested therein, to
whom such fact or relationship or interest has been disclosed, or so long as the
contract or transaction is fair and reasonable to the corporation. Each person
who may become a director or officer of the corporation is hereby relieved from
any liability that might otherwise arise by reason of his contracting with the
corporation for the benefit of himself or any firm or corporation in which he
may be in any way interested.
The officers, directors and other members of management of this corporation
shall be subject to the doctrine of corporate opportunities only insofar as it
applies to business opportunities in which this corporation has expressed an
interest as determined from time to time by the corporation's Board of Directors
as evidenced by resolutions appearing in the corporation's minutes. When such
areas of interest are delineated, all such business opportunities within such
areas of interest which come to the attention of the officers, directors and
other members of management of this corporation shall be disclosed promptly to
this corporation and made available to it. The Board of Directors may reject any
business opportunity presented to it and thereafter any officer, director or
other member of management may avail himself of such opportunity. Until such
time as this corporation, through its Board of Directors, has designated an area
of interest, the officers, directors and other members of management of this
corporation shall be free to engage in such areas of interest on their own, and
the provisions hereof shall not limit the rights of any officer, director or
other member of management of this corporation to continue a business existing
prior to the time that such area of interest is designated by this corporation.
This provision shall not be construed to release any employee of the corporation
(other than an officer, director or member of management) from any duties which
he may have to the corporation.
ARTICLE VII
Each director and officer of the corporation shall be indemnified by the
corporation as follows:
(a) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he, or she, is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him, or her,in connection with such action, suit or proceeding, if
he, or she, acted in good faith and in a manner he, or she, reasonably believed
to be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the corporation, to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless, and only to the extent that, the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to -in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the officer,
director and employee or agent is proper in the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum, consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the affirmative vote of the
holders of a majority of the shares of stock entitled to vote and represented at
a meeting called for such purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Articles of Incorporation, the Bylaws, agreements, vote of
the shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs and
personal representatives of such a person.
ARTICLE VIII
The registered and principal office of said corporation shall be located at
1560 Broadway, Suite 2090, Denver, Colorado 80202, and the registered agent of
the corporation at such address shall be Corporation Service Company.
Part or all of the business of said corporation may be carried on in the
County of Denver, or any other place in the State of Colorado or beyond the
limits of the State of Colorado, in other states or territories of the United
States and in foreign countries.
ARTICLE IX
Whenever a compromise or arrangement is proposed by the corporation between
it and its creditors or any class of them, and/or between said corporation and
its shareholders or any class of them, any court of equitable jurisdiction may,
on the application in a summary way by said corporation, or by a majority of its
stock, or on the application of any receiver or receivers appointed for said
corporation, or on the application of trustees in dissolution, order a meeting
of the creditors or class of creditors and/or of the shareholders or class of
shareholders of said corporation, as the case may be, to be notified in such
manner as the said court decides. If a majority in number, representing at least
three-fourths in amount of the creditors or class of creditors, and/or the
holders of a majority of the stock or class of stock of said corporation, as the
case may be, agree to any compromise or arrangement and/or to any reorganization
of said corporation, as a consequence of such compromise or arrangement, the
said compromise or arrangement and/or the said reorganization shall, if
sanctioned by the court to which the said application has been made, be binding
upon all the creditors or class of creditors, and/or on all the shareholders or
class of shareholders of said corporation, as the case may be, and also on said
corporation.
ARTICLE X
No shareholder in the corporation shall have the preemptive right to
subscribe to any or all additional issues of stock and/or other securities of
any or all classes of this corporation or securities convertible into stock or
carrying stock purchase warrants, options or privileges.
ARTICLE XI
Meetings of shareholders may be held at any time and place as the Bylaws
shall provide. At all meetings of the shareholders, one-third of all shares
entitled to vote shall constitute a quorum.
ARTICLE XII
Cumulative voting shall not be allowed.
ARTICLE XIII
These Articles of Incorporation may be amended by resolution of the Board
of Directors if no shares have been issued, and if shares have been issued, by
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a meeting called for that purpose, or, when
authorized, when such action is ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
ARTICLE XIV
Any action for which the laws of the State of Colorado require the approval
of two-thirds of the shares of any class or series entitled to vote with respect
thereto, unless otherwise provided in the Articles of Incorporation, shall
require for approval the affirmative vote of a majority of the shares of any
class or series outstanding and entitled to vote thereon.
Any action required by the Colorado Corporation Code to be taken at any
annual or special meeting of shareholders, or any action which may be taken at
any annual meeting or special meeting of the shareholders, may be taken without
a meeting, without prior notice, and without a vote, if shareholders, holding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all of the shares
entitled to vote thereon were present and voted, consent to such action in
writing.
ARTICLE XV
No director shall be personally liable to the corporation or any
shareholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director shall be liable under
Section 7-5-114 of the Colorado Revised Statutes, or any amendment thereto or
successor provision thereto and except for any matter in respect of which such
director shall be liable by reason that he (i) has breached his duty of loyalty
to the corporation or its shareholders, (ii) has not acted in good faith or, in
failing to act, has not acted in good faith, (iii) has acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, has acted in a manner involving intentional misconduct or a knowing
violation of law, or (iv) has derived an improper personal benefit. Neither the
amendment nor repeal of this Article XV, nor the adoption of any provision of
the Articles of Incorporation inconsistent with this Article XV, shall eliminate
or reduce the effect of this Article XV in respect of any matter occurring, or
any cause of action, suit or claim that, but for this Article XV would accrue
or arise prior to such amendment, repeal or adoption of an inconsistent
provision.
Signed on May _____, 2009
By:_______________________________________
Russell Ivy, President
PROXY CARD
PROXY PANGEA PETROLEUM CORP. PROXY
SPECIAL MEETING OF STOCKHOLDERS ON ______________ _____, 2009
The undersigned hereby appoints Russell Ivy and Robert Wilson (to act by
unanimous decision if more than one shall act), each with the power to appoint
his substitute, and hereby authorizes them to represent as designated below, all
the shares of common stock of Pangea Petroleum Corp. held on record by the
undersigned on May 18, 2009 at the special meeting of shareholders to be held on
June ____, 2009 or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE "FOR" PROPOSALS 1, 2, 3, 4, 5 AND 6.
1. Proposal to approve the Corporate Name Change Amendment.
_____ FOR _____ AGAINST _____ ABSTAIN
2. Proposal to approve the Reverse Stock Split Amendment.
_____ FOR _____ AGAINST _____ ABSTAIN
3. Proposal to approve the Written Consent Amendment.
_____ FOR _____ AGAINST _____ ABSTAIN
4. Proposal to approve the Preferred Stock Amendment.
_____ FOR _____ AGAINST _____ ABSTAIN
5. Proposal to approve the Powers Clause Amendment.
_____ FOR _____ AGAINST _____ ABSTAIN
6. Proposal to approve the Restatement Proposal.
_____ FOR _____ AGAINST _____ ABSTAIN
7. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please Sign and Date on Reverse Side)
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, 3, 4, 5, and 6.
YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO VOTE THEREON.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote such shares, and acknowledges receipt of the Notice of Special Meeting and
Proxy Statement relating to the June ____, 2009 Special Meeting.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing 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.
DATE _________________________ 2009 ____________________________________
_________________________________ Signature
PLEASE MARK SIGN DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE _____________________________________
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Signature if held jointly
This Proxy is Solicited on Behalf of the Board of Directors.