PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
File by the Registrant [XX]
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Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
[XX] Definitive Proxy Statement only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
URANIUM POWER CORPORATION
-------------------------
(Name of Registrant as Specified In Its Charter)
THORNTON J. DONALDSON, PRESIDENT
--------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate Box:)
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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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(4) Date Filed:
September 28, 2004
To Our Shareholders:
You are cordially invited to the Annual Meeting of Shareholders (the
"Meeting") of Uranium Power Corporation (the "Company") to be held at the
Company's principal office, 206-475 Howe Street, Vancouver, B.C., Canada,
V6C-2B3 on Monday, November 1, 2004 at 10:00 a.m. local time.
The formal Notice of the Meeting and Proxy Statement describing the
matters to be acted upon at the Meeting are contained in the following pages.
Shareholders also are entitled to vote on any other matters which properly come
before the Meeting.
Enclosed is a proxy which will enable you to vote your shares on the
matters to be considered at the Meeting even if you are unable to attend the
Meeting. Please mark the proxy to indicate your vote, date and sign the proxy
and return it in the enclosed envelope as soon as possible for receipt prior to
the Meeting.
WHETHER YOU OWN FEW OR MANY SHARES OF STOCK, PLEASE BE SURE YOU ARE
REPRESENTED AT THE MEETING EITHER BY ATTENDING IN PERSON OR BY RETURNING YOUR
PROXY AS SOON AS POSSIBLE.
Sincerely,
Thornton J. Donaldson, President
URANIUM POWER CORPORATION
206-475 HOWE STREET
VANCOUVER, B.C., CANADA V6C-2B3
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 1, 2004
September 28, 2004
To the Shareholders of Uranium Power Corporation:
The Annual Meeting of Shareholders (the "Meeting") of Uranium Power Corporation,
a Colorado corporation (the "Company") will be held at the Company's principal
office, 206-475 Howe Street, Vancouver, B.C., Canada V6C-2B3 on Monday, November
1, 2004 at 10:00 a.m. local time, for the purpose of considering and voting upon
proposals to:
1. Elect two directors to serve until the next annual meeting of
shareholders or until their successors are elected and
qualified.
2. Adopt an amendment to the Company's Articles of Incorporation
changing the Company's name to CanWest Petroleum Corporation.
3. Adopt an amendment to the Company's Articles of Incorporation
increasing the number of authorized shares of Common Stock
from 40,000,000 shares to 100,000,000 shares
4. Transact such other business as may lawfully come before the
Meeting or any adjournment(s) thereof.
The Board of Directors is not aware of any other business to come
before the Meeting. Pursuant to the Company's Bylaws, the Board of Directors has
fixed the close of business on Thursday, September 23 2004 as the record date
for determination of the shareholders entitled to vote at the Meeting and any
adjournments thereof.
You are requested to complete and sign the enclosed proxy which is
solicited by the Board of Directors and to return it promptly in the enclosed
envelope. The proxy will not be used if you attend the Meeting and vote in
person.
EACH SHAREHOLDER, WHETHER OR NOT HE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD.
ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE REVOKED BY FILING WITH THE SECRETARY
OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER
DATE. ANY SHAREHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR HER PROXY AND
VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOU ARE A
SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED
ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE IN PERSON AT THE
MEETING.
BY ORDER OF THE BOARD OF DIRECTORS,
Thornton J. Donaldson, President
URANIUM POWER CORPORATION
206-475 HOWE STREET
VANCOUVER, B.C., CANADA V6C-2B3
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 1, 2004
September 28, 2004
To Our Shareholders:
This proxy statement (the "Proxy Statement") is furnished in connection with the
solicitation by the Board of Directors of Uranium Power Corporation (the
"Company") of proxies to be used at the Annual Meeting of Shareholders (the
"Meeting") to be held at the Company's principal office, 206-475 Howe Street,
Vancouver, B.C., Canada V6C-2B3 on Monday, November 1, 2004 at 10:00 a.m. local
time, and at any adjournments or postponements thereof. The Meeting is being
held for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. This Proxy Statement, the accompanying proxy card and the Notice
of Annual Meeting of Shareholders (collectively, the "Proxy Materials") are
first being mailed to shareholders beginning on or about September 29, 2004.
GENERAL INFORMATION
SOLICITATION
The enclosed proxy is being solicited by the Company's Board of
Directors. The costs of the solicitation will be borne by the Company. Proxies
may be solicited personally or by mail, telephone, facsimile or telegraph by
directors and officers of the Company, none of whom will receive any additional
compensation for such solicitations. The Company will reimburse banks, brokers,
nominees, custodians and fiduciaries for their reasonable out-of-pocket expenses
incurred in sending the proxy materials to beneficial owners of the shares.
VOTING RIGHTS AND VOTES REQUIRED
Holders of shares of Uranium Power Corporation common stock (the
"Common Stock"), at the close of business on Thursday, September 23, 2004 (the
"Record Date") are entitled to notice of, and to vote at, the Meeting. On the
Record Date, 30,017,906 shares of Common Stock were outstanding. Holders of
Common Stock are entitled to one vote per share.
The presence, in person or by proxy, of holders of one-third of the
shares outstanding as of the Record Date constitutes a quorum for the
transaction of business at the Meeting. In the event there are not sufficient
votes for a quorum or to approve any proposals at the time of the Meeting, the
Meeting may be adjourned in order to permit further solicitation of proxies.
Abstentions will count towards quorum requirements.
As to the election of directors under Proposal One, the proxy card
being provided by the Board enables a shareholder to vote for the election of
each of the nominees proposed by the Board, or to withhold authority to vote for
one or more of the nominees being proposed. Directors are elected by a plurality
of votes cast, without respect to either (i) broker non-votes, or (ii) proxies
as to which authority to vote for one or more of the nominees being proposed is
withheld.
The affirmative vote of a majority of the shares represented at the
Meeting in person or by proxy and entitled to vote on the matter is required to
approve Proposals Two and Three. As to these proposals, a shareholder may: (i)
vote "FOR" the proposal, (ii) vote "AGAINST" the proposal, or (iii) "ABSTAIN"
with respect to the proposal. These proposals shall be determined without regard
to broker non-votes or proxies marked "ABSTAIN" as to each matter.
The proposed corporate actions on which the shareholders are being
asked to vote are not corporate actions for which shareholders of a Colorado
corporation have the right to dissent under the Colorado Business Corporation
Act.
VOTING AND REVOCABILITY OF PROXIES
Shares of Common Stock represented by all properly executed proxies
received at the Company's transfer agent by Wednesday, October 27, 2004 will be
voted as specified in the proxy. Unless contrary instructions are indicated on
the proxy, the shares of Common Stock represented by such proxy will be voted
"FOR" the slate of directors described herein; and "FOR" adoption of both
amendments to the Articles Incorporation of the Company as described herein.
Management and the Board of Directors of the Company know of no other matters to
be brought before the Meeting other than as described herein. If any other
matters properly are presented to the shareholders for action at the Meeting and
any adjournments or postponements thereof, the proxy holder named in the
enclosed proxy intends to vote in his discretion on all matters on which the
shares of Common Stock represented by such proxy are entitled to vote.
The giving of the enclosed proxy does not preclude the right to vote in
person should the shareholder giving the proxy so desire. A proxy may be revoked
at any time prior to its exercise by (i) providing notice in writing to the
Company's corporate secretary that the proxy is revoked; (ii) presenting to the
Company a later-dated proxy; or (iii) by attending the Meeting and voting in
person.
2
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 23, 2004, the number of
shares of the Company's outstanding $0.001 par value common stock beneficially
owned by each of the Company's current directors and the Company's executive
officers and the number of shares beneficially owned by all of the Company's
current directors and named executive officers as a group:
AMOUNT AND PERCENT OF
NAME AND ADDRESS OF NATURE OF BENEFICIAL COMMON
BENEFICIAL OWNER POSITION OWNERSHIP STOCK
---------------- -------- --------- -----
Thornton J. Donaldson President and 2,362,000(1) 7.67%
206 - 475 Howe Street Director
Vancouver, B.C. V6C 2B3
Canada
William G. Timmins Secretary and 535,000(2) 1.78%
410 - 455 Granville Street Director
Vancouver, B.C. V6C 1T1
Canada
All current directors and 2,897,000(3) 9.41%
executive officers as a group (two
persons)
(1) Mr. Donaldson resigned as President from the Company on May 16, 2002 and was
reappointed President on September 15, 2003. Includes: (i) 22,000 shares owned
by Mr. Donaldson's spouse; and (ii) 780,000 shares underlying warrants and
955,000 shares owned by United Corporate Advisors, Ltd., of which Mr. Donaldson
is the President, a Director and shareholder.
(2) Includes 150,000 shares owned by Mr. Timmins' spouse.
(3) Includes securities reflected in footnotes 1 - 2.
b) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of July 23, 2004, the number of
shares of the Company's Common Stock beneficially owned by each person who owned
of record, or was known to own beneficially, more than 5% of the Company's
outstanding shares of Common Stock:
3
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENTAGE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK
October Sun(1)
241 Ridge Street, Fourth Floor, 7,150,000(2) 22.61%
Reno, Nevada 89501
- ----------
(1) Voting and investment power for this entity is controlled by Morris E.
Schorn, 1247-235 Keith Road, West Vancouver, B.C., Canada, V7P-1L5.
(2) Includes warrants to purchase 1,600,000 shares of common stock.
MANAGEMENT
Executive officers of the Company are elected by the Board of
Directors, and serve for a term of one year and until their successors have been
elected and qualified or until their earlier resignation or removal by the Board
of Directors. There are no family relationships among any of the directors and
executive officers of the Company.
The following table sets forth the names and ages of all executive
officers and directors whose terms will not expire prior to the annual meeting,
and all persons nominated to serve as directors and the positions and offices
that each person hold with the Company:
4
NAME OF DIRECTOR OR OFFICER AND OFFICER OR
POSITION IN THE COMPANY DIRECTOR SINCE AGE OFFICE(S) HELD AND OTHER BUSINESS EXPERIENCE
- ----------------------- -------------- --- --------------------------------------------
Thornton J. Donaldson 1998-2002, 2003 75 President of the Company from April, 1998 to May 16,
President, Chief Financial 2002 and from September 15, 2003 until present.
Officer and Director President of Rich Coast, Inc., an industrial waste
treatment company located in Dearborn, Michigan from
1984 to 1993, and a Director of Rich Coast, Inc.
from 1993 to 1999. Director of Lorex Resources,
Ltd., a mineral exploration company located in
Vancouver, B.C. since July 1999. President and sole
director of United Corporate Advisers Ltd., a
geological and financial consulting business founded
by Mr. Donaldson in 1970. Self-employed as a
consulting geologist and financial advisor from 1978
through the present.
William G. Timmins 1998 67 Secretary of the Company since July 1998.
Secretary and Director Self-employed as President of WGT Consultants, Ltd.
from 1983 to present as a geological consultant for
numerous mining companies in Canada, the United
States, Central and South America, Australia and New
Zealand. Director of Monalta Resources Ltd., a
mineral exploration company located in West
Vancouver, B.C. from April 1998 to present.
Except as indicated in the above table, no director of the Company is a director
of an entity that has its securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934.
5
MEETINGS OF THE BOARD AND COMMITTEES
The Company's Board of Directors held 14 meetings during the Company's
year ended April 30, 2004, and six additional meetings through the date of this
Proxy Statement. Such meetings consisted of consent Directors' minutes signed by
all Directors and actual meetings at which all of the Directors were present in
person or by telephone. The Company does not have a formal policy with regard to
board members' attendance at annual meetings, but encourages them to attend
shareholder meetings. All Board members attended each meeting of the Directors
during the past fiscal year.
There is no arrangement or understanding between any Director and any
other person pursuant to which any person was selected as a Director.
Directors of the Company are not paid for their services as such. The
directors are reimbursed for all expenses incurred by them in attending board
meetings.
COMMITTEES
Audit Committee: The Company does not have a separately-designated
standing audit committee established in accordance with Section 3(a)(58)(A) of
the Exchange Act. The members of our Board of Directors serve as our audit
committee. The Board has not yet adopted an audit committee charter.
Nominating Committee: The entire Board of Directors fulfills the duties
of our Nominating Committee ("Nominating Committee"), which include overseeing
the process by which individuals may be nominated to our board of directors.
Neither of the board members is considered independent as defined in Rule
4200(a)(15) of the Nasdaq listing standards. While the Company hopes to
establish a separate nominating committee consisting of independent directors
once the number of directors is expanded, the current size of the Company's
Board of Directors does not facilitate the establishment of a separate
committee. Our Nominating Committee's charter was adopted by the board of
directors as of April 30, 2004. The charter is included as an appendix to this
proxy statement.
The functions performed by the Nominating Committee include identifying
potential directors and making recommendations as to the size, functions and
composition of the Board and its committees. In making nominations, our
Nominating Committee is required to submit candidates who have the highest
personal and professional integrity, who have demonstrated exceptional ability
and judgment and who shall be most effective, in conjunction with the other
nominees to the board, in collectively serving the long-term interests of the
shareholders.
The Nominating Committee considers nominees proposed by our
shareholders. To recommend a prospective nominee for the Nominating Committee's
consideration, you may submit the candidate's name by delivering notice in
writing to Uranium Power Corporation, c/o Burns, Figa and Will, P.C., 6400 S.
Fiddlers Green Circle, Suite 1030, Englewood, CO 80111, USA.
6
A shareholder nomination submitted to the Nominating Committee must
include at least the following information (and can include such other
information the person submitting the recommendation desires to include), and
must be submitted to the Company by the date mentioned in this proxy statement
under the heading "Proposal From Shareholders" as such date may be amended in
cases where the annual meeting has been changed as contemplated in SEC Rule
14a-8(e), Question 5:
(i). The name, address, telephone number, fax number and e-mail address of
the person submitting the recommendation;
(ii). The number of shares and description of the Company voting securities
held by the person submitting the nomination and whether such person is
holding the shares through a brokerage account (and if so, the name of
the broker-dealer) or directly;
(iii). The name, address, telephone number, fax number and e-mail address of
the person being recommended to the nominating committee to stand for
election at the next annual meeting (the "proposed nominee") together
with information regarding such person's education (including degrees
obtained and dates), business experience during the past ten years,
professional affiliations during the past ten years, and other relevant
information.
(iv). Information regarding any family relationships of the proposed nominee
as required by Item 401(d) of SEC Regulation S-K. (v)
(v). Information whether the proposed nominee or the person submitting the
recommendation has (within the ten years prior to the recommendation)
been involved in legal proceedings of the type described in Item 401(f)
of SEC Regulation S-K (and if so, provide the information regarding
those legal proceedings required by Item 401(f) of Regulation S-K).
(vi). Information regarding the share ownership of the proposed nominee
required by Item 403 of Regulation S-K.
(vii). Information regarding certain relationships and related party
transactions of the proposed nominee as required by Item 404 of
Regulation S-K.
(viii). The signed consent of the proposed nominee in which he or she
a. consents to being nominated as a director of the Company if
selected by the nominating committee,
b. states his or her willingness to serve as a director if
elected for compensation not greater than that described in
the most recent proxy statement;
c. states whether the proposed nominee is "independent" as
defined by Nasdaq Marketplace Rule 4200(a)(15); and
d. attests to the accuracy of the information submitted pursuant
to paragraphs (i), (ii), (iii), (iv), (v), (vi), and (vii),
above.
Although the information may be submitted by fax, e-mail, mail, or
courier, the nominating committee must receive the proposed nominee's signed
consent, in original form, within ten days of making the nomination.
7
When the information required above has been received, the nominating
committee will evaluate the proposed nominee based on the criteria described
below, with the principal criteria being the needs of the Company and the
qualifications of such proposed nominee to fulfill those needs.
The process for evaluating a director nominee is the same whether a
nominee is recommended by a shareholder or by an existing officer or director.
The Nominating Committee will:
1. Establish criteria for selection of potential directors, taking into
consideration the following attributes which are desirable for a member
of our Board of Directors: leadership; independence; interpersonal
skills; financial acumen; business experiences; industry knowledge; and
diversity of viewpoints. The Nominating Committee will periodically
assess the criteria to ensure it is consistent with best practices and
the goals of the Company.
2. Identify individuals who satisfy the criteria for selection to the
Board and, after consultation with the Chairman of the Board, make
recommendations to the Board on new candidates for Board membership.
3. Receive and evaluate nominations for Board membership which are
recommended by existing directors, corporate officers, or shareholders
in accordance with policies set by the Nominating Committee and
applicable laws.
The Nominating Committee has held no formal meetings and taken one
action by unanimous written consent through the Record Date. On August 11, 2004
by unanimous consent the Nominating Committee nominated both directors currently
serving on our board of directors to stand for reelection.
COMPENSATION COMMITTEE:
The Company does not have a separate standing Compensation Committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's Officers and Directors and persons who own more than 10%
of the Company's outstanding Common Stock to file reports of ownership with the
Securities and Exchange Commission ("SEC"). Directors, officers, and greater
than 10% shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on a review of Forms 3, 4, and 5 and amendments thereto
furnished to the Company during and for the Company's year ended April 30, 2004,
and as of September 8, 2004 there were no Directors, officers or more than 10%
shareholders of the Company who failed to timely file a Form 3, 4 or 5, other
than Thornton J. Donaldson (as to 3 Forms 4) and William Timmins (as to 9 Forms
4). Messrs. Donaldson and Timmins were current in their filings through June 30,
2004 as Forms 5 were filed for each of them on June 8, 2004. As of the date of
this proxy statement, Mr. Timmons was delinquent with respect to three Forms 4,
and Mr. Donaldson was delinquent with respect to one Form 4.
8
EXECUTIVE COMPENSATION
COMPENSATION AND OTHER BENEFITS OF EXECUTIVE OFFICERS
The following table sets out the compensation received for the fiscal
years April 30, 2004, 2003 and 2002 in respect to each of the individuals who
were the Company's chief executive officer at any time during the last fiscal
year and the Company's four most highly compensated executive officers whose
total salary and bonus exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
FISCAL YEAR COMPENSATION LONG TERM COMPENSATION
PAYOUTS
AWARDS
RESTRICTED
SHARES
SECURITIES OR
NAME AND OTHER UNDERLYING RESTRICTED LTIP ALL OTHER
-------- ------ ---------- ----------- ----- ---------
PRINCIPAL SALARY BONUS ANNUAL OPTION/SARS SHARE PAYOUTS COMPENSATION
--------- ------ ----- ------ ----------- ----- ------- ------------
POSITION YEAR ($) ($) COMPENSATION Granted Units ($) ($)
-------- ---- --- --- ------------ --- ---
Douglas Cannaday, 2004 $24,857 $30,000 0 600,000(4) 0 0 0
President(2) 2003 $56,000 $30,000 0 400,000(3) 0 0 0
Thornton 2004 0 $22,100 0 130,000(5) 0 0 0
Donaldson, 2003 0 0 0 200,000 0 0 0
Former 2002 0 0 0 175,000 0 0 0
President(1)
- ---------------
(1) Mr. Donaldson served as President from April, 1998 to May 16,
2002 and from September 15, 2003
(2) Mr. Cannaday has served as President from May 16, 2002 to
September 15, 2003
(3) These options were cancelled by the Company May 28, 2003
(4) During 2004 Mr. Cannaday received 300,000 common shares to
settle the $30,000 bonus declared in 2003 plus management fees
of $54,857 made up of 24,857 in cash and a $30,000 bonus paid
by way 300,000 common shares
(5) Mr. Donaldson received a bonus of $22,100 which was paid by
the issuance of 130,000 common shares
9
AGREEMENTS WITH MANAGEMENT
Effective May 6, 2002, the Company entered into an employment agreement
with Doug Cannaday, its new President (the "Employment Agreement"). Pursuant to
the terms of the Employment Agreement, Mr. Cannaday shall receive monthly
compensation in the amount of $6,000 (Cnd.) and was granted an option to
purchase 400,000 shares of the Company's common stock at $0.25 per share until
May 6, 2005, which was cancelled May 28, 2003. The Company has agreed to issue a
replacement option in the future, however, as yet this option has not been
issued. In addition, Mr. Cannaday was granted a royalty interest of 0.2% on
certain of the Company's petroleum and natural gas prospects from October Sun.
At the latter of three months from the effective date of the Employment
Agreement or at such time as the outcome of a certain well project is known, the
Company and Cannaday shall renegotiate the remuneration paid to Cannaday under
the Employment Agreement. During the year ended April 30, 2003 the Board of
Directors granted Mr. Cannaday a bonus of $30,000 in reflection of his work
performed on the Athabasca Prospect. On June 20, 2003 Mr. Cannaday was granted
options to acquire up to 300,000 shares of Common stock at $0.10 per share, this
option was exercised July 25, 2003 against to his accrued bonus noted above. On
July 25, 2003 the Company issued Mr. Cannaday 300,000 bonus shares for services
preformed with a deemed value of $30,000. Mr. Cannaday resigned as President
effective September 15, 2003.
Effective May 15, 2002, the Company entered into an employment
arrangement with Michel David, who then became a director of the Company ("David
Employment Agreement"). Pursuant to the terms of the David Employment Agreement,
Mr. David, under certain conditions was entitled to receive monthly compensation
in the amount of $3,000 Cdn. and was granted an option to purchase 200,000
shares of the Company's common stock for a period of two years at an exercise
price of $0.25 per share until May 15, 2005. In addition, Mr. David was granted
a royalty interest of 0.1% on certain of the Company's petroleum and natural gas
prospects by October Sun. In the event Mr. David was terminated for cause any
options not exercised would be cancelled. The Company and Mr. David agreed on
his compensation being $3,271 ($5,000 Cdn.). Mr. David resigned on June 23, 2003
and this balance was written off during the year ended April 30, 2004.
There are no other arrangements or understandings between any executive
officer and any director or other person pursuant to which any person was
selected as a director or an executive officer.
OPTION/STOCK APPRECIATION RIGHTS ("SAR") GRANTS DURING THE MOST RECENTLY
COMPLETED FISCAL YEAR.
The following table sets out the stock options and stock warrants
granted as bonuses, which were granted by the Company during 2004 to the Named
Executive Officers of the Company.
10
OPTION/SAR GRANTS IN PREVIOUS YEAR
INDIVIDUAL GRANTS
Number of
Securities
Underlying
Options/SARs % of Total Exercise or Market Price on
NAME GRANTED (#) Options/SARs Base DATE OF GRANT EXPIRATION DATE
- ---- ----------- Granted to PRICE ($/SH) ------------- ---------------
Employees in
FISCAL YEAR
-----------
Doug Cannaday (2) 600,000(3) 9.9% $0.10 $0.10 n/a
Thornton Donaldson (1) 130,000(4) 2.1% $0.17 $0.17 n/a
- ----------
(1) Mr. Donaldson served as President from April, 1998 to May 16, 2002
and from September 15, 2003 to present.
(2) Mr. Cannaday served as President from May 16, 2002 to September 15,
2003
(3) During 2004 Mr. Cannaday received 300,000 common shares to settle
the $30,000 bonus declared in 2003 plus management fees of $54,857
made up of 24,857 in cash and a $30,000 bonus paid by way 300,000
common shares
(4) Mr. Donaldson received a bonus of $22,100 which was paid by the
issuance of 130,000 common shares
AGGREGATED OPTION/SAR EXERCISED IN LAST FINANCIAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES.
The following table sets out all option/SARs and warrants granted as
bonuses which were exercised by the Named Executive Officers during the most
recently completed fiscal year and the values of options/SARs and warrants for
such persons as of the end of the most recently completed fiscal year.
Aggregated Option/SAR Exercised in Last Fiscal Year and FY-End Option/SAR
Values
11
Number of Securities
Underlying Value of
Unexercised Unexercised
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired on Exercisable/ Exercisable/
NAME EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- ------------ ------------------ ------------- -------------
Doug Cannaday(2) 600,000 $60,000 $0/$0 $0/$0
Thornton Donaldson (1) 130,000 $22,100 375,000/0 $52,750/$0
(1) Mr. Donaldson served as President from April, 1998 to May 16, 2002
and from September 15, 2003 to present.
(2) Mr. Cannaday served as President from May 16, 2002 to September 15,
2003
COMPENSATION OF DIRECTORS.
The Directors of the Company are not compensated for their services. In
addition, no pension or retirement benefit plan has been instituted by the
Company and none is proposed at this time and there is no arrangement for
compensation with respect to termination of the directors in the event of change
of control of the Company.
BENEFIT PLANS.
The Company currently has no retirement, pension, profit-sharing,
insurance or medical reimbursement plans or long term incentive plans covering
its officers and directors.
REPRICING OF OPTIONS.
None
TRANSACTIONS WITH MANAGEMENT AND OTHERS AND CERTAIN BUSINESS RELATIONSHIPS
James R. Billingsley, a former director of the Company, is the registered
owner of the entire Billingsley Claim, and thus, has an interest in the
Company's option to acquire rights to explore and develop the Billingsley Claim.
In addition, Mr. Billingsley is a Director of Pacific Amber Resources Ltd., and
therefore, has an interest in the Company's Property Option Agreement with
Pacific Amber Resources Ltd. with respect to the PDC Properties. The Board of
Directors of the Company is aware of Mr. Billingsley's interests in the
Billingsley Claim and in Pacific Amber Resources Ltd. The terms of the option
agreement were negotiated by Thornton Donaldson and Mr. Billingsley before Mr.
Billingsley became a Director of the Company. The agreement involving the
Company and Mr. Billingsley's claim was handled as an arms-length transaction.
12
October Sun, a Nevada Corporation ("October Sun"), a greater than 5%
beneficial owner of the Company's shares, and the Company were parties an Option
Agreement, dated as of September 10, 2001 (the "Option Agreement"), whereby
October Sun granted the Company the right to purchase all of the outstanding
shares of its wholly-owned subsidiary - API Canada. Pursuant to the October Sun
Option Agreement the Company: (i) made a payment of $75,000 to October Sun; (ii)
issued to two third parties each a warrant to acquire up to 500,000 common
shares at a purchase price of $0.01 per share until July 25, 2003; (iii) issued
to two third parties each options to purchase up to 250,000 common shares at an
exercise price of $0.27 per share until August 21, 2006; and (iv) agreed to pay
costs up to a maximum of $60,000 ($100,000 Cdn.) for the completion or
abandonment of the 7-32 Well if the October Sun Option Agreement was not
exercised. On April 30, 2002, the Company and October Sun closed the transaction
contemplated by the Option Agreement pursuant to the terms and provisions of
that certain Agreement and Plan of Reorganization, dated April 30, 2002 (the
"Merger Agreement"). Pursuant to the terms of the Merger Agreement, Anhydride
Petroleum (USA) ("Anhydride USA"), a wholly owned subsidiary of October Sun,
which in turn owned all of the outstanding capital stock of API Canada, was
merged with and into a wholly owned subsidiary of the Company, UPC Merger, Inc.,
a Colorado corporation, with the entity surviving the merger being a wholly
owned subsidiary of the Company named Anhydride Petroleum (USA), and owning all
of the outstanding capital stock of API Canada. As a result of the transaction,
the Company (i) issued to October Sun an demand promissory note in the principal
amount of U.S. $100,000, bearing interest at a rate of prime plus 2%; (ii)
3,950,000 shares of the Company's Common Stock, $0.001 par value; and (iii) a
warrant to purchase up to 500,000 shares of the Company's Common Stock, $0.001
par value, at a purchase price of $0.01 per share, which warrant expires April
30, 2003, which warrant was subsequently cancelled and replaced with a warrant
issued to Anhydride Oil Corporation whereby it may purchase 600,000 up to
600,000 shares of the Company's Common Stock, $0.001 par value, at a purchase
price of $0.01 per share, which warrant expires August 30, 2004. As a result of
the merger, the Company through its wholly owned subsidiary, Anhydride USA,
which owns all of the issued and outstanding shares of API Canada, became the
owner of certain parcels, mining rights, and licenses, subject to certain
working interests, collectively known as the Anhydride Rights.
In addition to the consideration received by October Sun in connection
with the Merger Agreement, October Sun was paid by the Company a management fee
in the amount of $72,000 (2003 -$72,000.)
October Sun also retained a 1% - 1.36% gross overriding royalty interest
in the Athabasca and Firebag Prospects which were written off during the year
ended April 30, 2003.
In connection with, and as a condition to, the consummation of the Merger
Agreement on April 30, 2002, each of Robert Edwards and Hodgkinson Equities Corp
or its assignee 858642 Alberta Ltd., who at that time were greater than 5%
beneficial owners of the Company's shares, were each issued a warrant to
purchase up to 500,000 shares of the Company's Common Stock, $0.001 par value,
at a purchase price of $0.01 per share, which warrant expired July 25, 2003
unexercised.
13
The Company is party to a Joint Venture Agreement dated April 30, 2002
between the Company and Anhydride Oil Corporation ("AOC"), among others (the
"AOC Joint Venture Agreement"). AOC is the present owner of the 7-32 well and
AOC License, however upon completion of the testing of the 7-32 Well on or
before September 15, 2002, which is expected to involve the spending of $156,250
($250,000 Cdn.) the Company earns its interest. AOC shall retain a 27.25%
working interest after payout, subject to gross overriding royalty interests
amounting to 9.5% and government royalties. Out of the 9.5% gross overriding
royalty, 5% is payable to AOC. Additionally, AOC holds an 18.25% working
interest in each of the five API Canada Licenses covering the Athabasca and the
Firebag Prospects. Under certain conditions AOC is entitled to exercise a
Warrant to purchase 600,000 common shares from the Company's treasury for $0.01
valid until August 30, 2004. The conditions of the warrant require that a well
be successfully completed from which is established continuous commercial
production of petroleum substances for a period of not less than 30 consecutive
days. As the exploration of the Athabasca Prospect proved not to be successful
this warrant has been deemed expired. Upon a successful well, the Company is
obliged to pay to AOC a one-time cash payment of $100,000 Cdn., which given that
the Athabasca and Firebag Prospects were written off as of April 30, 2003 will
not be paid.
Effective May 6, 2002, the Company entered into an Employment Agreement
with Doug Cannaday, its new President (the "Employment Agreement"). Pursuant to
the terms of the Employment Agreement, Mr. Cannaday shall receive monthly
compensation in the amount of $6,000 (Cdn.) monthly and was granted an option to
purchase 400,000 shares of the Company's common stock for a period of three
years at an exercise price equal to the market price on the date of the
Employment Agreement less the maximum allowable discount. At the latter of three
months from the effective date of the Employment Agreement or at such time as
the outcome of a certain well project is known, the Company and Cannaday shall
renegotiate the remuneration paid to Cannaday under the Employment Agreement.
Also, effective May 6, 2002, Doug Cannaday entered into an Option
Agreement with a third party, pursuant to which Mr. Cannaday has the right to
purchase 200,000 of the Company's common stock from the third party at an
exercise price of $0.01 per share. Mr. Cannaday was granted a royalty interest
of 0.2% on certain of the Company's petroleum and natural gas prospects by
October Sun, which were written off by the Company as of April 30, 2003.
In satisfaction of the above noted obligation to issue options, on
September 24, 2002, the Company issued Mr. Cannaday options to purchase 400,000
shares of Common stock at $0.25 per share until May 6, 2005, which were
cancelled May 28, 2003. During the year ended April 30, 2004 Mr. Cannaday was
paid a total of $54,857 (2003 - $86,000), including 300,000 bonus shares at a
deemed price of $0.10 per share on July 25, 2003. Mr. Cannaday resigned as
President on September 15, 2003.
Effective May 15, 2002, the Company entered into an employment agreement
with Michel David an officer and director of the Company. Pursuant to the terms
of this agreement Mr. David is to receive monthly compensation in the amount of
$3,000 Cdn. monthly and an option to purchase 200,000 shares of the Company's
common stock for a period of two years at an exercise price of $0.35 per share.
Also, effective May 15, 2002, Mr. David entered into an Option Agreement with a
third party, pursuant to which he has the right to purchase 100,000 of the
Company's common stock from the third party at an exercise price of $0.01 per
share. In addition, Mr. David was granted a royalty interest of 0.1% on certain
of the Company's petroleum and natural gas prospects by October Sun, which the
Company wrote off as of April 30, 2003. Mr. David resigned on June 23, 2003.
14
On July 10, 2002 in order to provide a substantial portion of the
necessary funding to give effect to our business objectives in connection with
the Athabasca and Firebag Prospects we entered into exploration agreements with
the Limited Partnership with an objective to raise $865,385 ($1,350,000 Cdn.).
In return for each $34,615 ($54,000 Cdn.) expended in either of the Athabasca or
Firebag Prospects the Limited Partnership will earn a 1% working interest before
and after payout in the prospect in which the expenditure occurs, to a maximum
cumulative 25% between the Prospects. The Company maintains a call option to
reacquire the working interests earned by the Limited Partnership exercisable at
130% of earned in expenditures payable in shares at the then market when the
option is exercised. The Company also granted warrants to the Limited
Partnership to purchase up to 750,000 shares at $.50 per share, valid until July
11, 2003. The Warrants will vest in proportion to the working interest earned in
the Prospects by the Limited Partnership. For each 1% working interest earned in
a Prospect, warrants to acquire 30,000 common shares of the Company will vest
and be immediately exercisable.
During the year ended April 30, 2003, the Company amended the terms of the
exploration agreements whereby the number of shares to be issued pursuant to the
warrants was increased to 1,500,000 and the exercise price per share was lowered
to $0.25 per share. The rate at which the Limited Partnership shall earn a 1%
working interest was also increased to $60,000 Cdn. in exploration expenditures.
The Company also agreed to pay costs associated with the start up of the Limited
Partnership. Based on the Limited Partnerships exploration expenditures of
$313,725 ($483,000 Cdn.) as at April 30, 2003 the Limited Partnership earned an
8.05% working interest before and after payout, subject to various royalties, in
the Athabasca Prospect and they were entitled to warrants to acquire 483,000
common shares at $0.25 per share. These warrants subsequently expired
unexercised.
Also subsequent to April 30, 2003, the Company, rather than exercising the
Working Interest Call Option, made an offer to acquire the working interests of
the Limited Partnership for 3,220,000 common shares of the Company which was
accepted by the Limited Partnership. These shares have yet to be issued.
On July 18, 2002, Doug Cannaday entered into an Option Agreement with
Robert Edwards and Hodgkinson Equities Corporation ("Hodgkinson"), both of which
were 5% or greater beneficial owners of the Company's common stock. Mr. Edwards
and Hodgkinson are parties to an Exploration Agreement dated August 20, 2002, as
amended, between Comstock Petroleum Corporation, October Sun, Mr. Edwards and
Hodgkinson, related to the Athabasca and Firebag Prospects which were written
off during the year ended April 30, 2003. Pursuant to this exploration
agreement, Hodgkinson and Edwards received stock options and warrants to acquire
shares of the Company. One of the benefits granted to Hodgkinson and Edwards
entitles Hodgkinson and Edwards to acquire up to 500,000 shares of common stock
of the Company for a period of five years at a price per share of $0.27. Each of
Hodgkinson and Edwards are entitled to one-half of the warrant. Hodgkinson
introduced Cannaday to the principals of the Company and encouraged Cannaday to
become a part of the Company's management team. In consideration for Cannaday
ultimately agreeing to become a part of the management the Company, each of
Hodgkinson and Edwards granted Cannaday an option to purchase 50,000 shares of
the Company's common stock (100,000 shares in total) for a price per share of
$0.27 until the option expires. In the event that the Company extends the life
of the option, Mr. Cannaday's options pursuant to the agreement shall be
extended on the same terms.
15
Convertible Notes - On September 24, 2002 the Company issued a convertible
note to October Sun, a Nevada Corporation in the principal amount of $400,000
and on the same date the Company issued a convertible note to United Corporate
Advisors in the principal amount of $195,000. The notes were converted on
September 13, 2004 into Units at $0.25 per share. Each unit consists of one
common share and a warrant to purchase one common share at $0.33 per share until
October 13, 2005.
Other than the transactions stated above, none of the directors or
executive officers of the Company, nor any person who owned of record or was
known to own beneficially more than 5% of the Company's outstanding shares of
its Common Stock, nor any associate or affiliate of such persons or companies,
has any material interest, direct or indirect, in any transaction that has
occurred since its inception on April 3, 1998, or in any proposed transaction,
which has materially affected or will affect the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
We have selected Pannell Kerr Forster ("PKF") to continue to serve as our
independent registered public accounting firm. Representatives of PKF are not
expected to be present at the annual meeting.
AUDIT FEES.
Our principal accountant, PKF, billed us aggregate fees in the amount of
approximately $13,796 for the fiscal year ended April 30, 2004 and approximately
$8,213 for the fiscal year ended April 30, 2003. These amounts were billed for
professional services that PKF provided for the audit of our annual financial
statements and the review of the financial statements included in our report on
10-KSB.
AUDIT-RELATED FEES.
PKF billed us aggregate fees in the amount of $27,813 for the fiscal year
ended April 30, 2004 and $10,320 for the fiscal year ended April 30, 2003 for
assurance and related services that were reasonably related to the performance
of the audit or review of our financial statements.
TAX FEES.
No fees were billed to us by PKF for tax compliance or tax advice
16
ALL OTHER FEES
No fees were billed to us by PKF for any other fees.
Our principal accountant (through its full time employees) performed all
work regarding the audit of our financial statements for the most recent fiscal
year.
No pre-approval was required under "Tax Fees" and "All Other Fees" as no
services were performed by PKF and no fees incurred.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors is nominating the two current Directors for
reelection. The number of Directors on the Company's Board of Directors has been
established under the Bylaws of the Company as two directors. Each Director
serves for a one year term or until his successor is elected and qualified.
NOMINEES FOR ELECTION OF DIRECTORS
The persons named in the enclosed form of Proxy will vote the shares
represented by such Proxy for the election of the two nominees for Director
named below. If, at the time of the Meeting, any of these nominees shall become
unavailable for any reason, which event is not expected to occur, the persons
entitled to vote the Proxy will vote for such substitute nominee or nominees, if
any, as they determine in their sole discretion. If elected, Thornton J.
Donaldson and William G. Timmins will each hold office a term of one year, until
their successors are duly elected or appointed or until their earlier death,
resignation or removal.
The Board of Directors recommends a vote "FOR" the election of Messrs.
Donaldson and Timmins. Unless otherwise specified, the enclosed proxy will be
voted "FOR" the election of the Board of Directors' slate of nominees. Neither
Management nor the Board of Directors of the Company is aware of any reason
which would cause any nominee to be unavailable to serve as a Director.
Discretionary authority may be exercised by the proxy holders named in the
enclosed proxy to vote for a substitute nominee proposed by the Board of
Directors if any nominee becomes unavailable for election. At this time, the
Board knows of no reason why any nominee might be unavailable to serve.
PROPOSAL TWO
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME
The Board of Directors of the Company has approved an amendment to the
Company's Articles of Incorporation to change the Company's name to CanWest
Petroleum Corporation.
17
The Board of Directors believes that the change in corporate name to
CanWest Petroleum Corporation will better reflect the scope of the business of
the Company while allowing members of the general public to continue to
distinctively identify the Company. The primary business of the Company now
involves the exploration for and mining of oil shale in Pasquia Hills,
Saskatchewan and the refining of certain petrochemical feedstocks derived from
oil shale. If the proposed amendment to the Company's Articles of Incorporation
is approved by the shareholders of the Company and is not abandoned by the Board
of Directors, such amendment will become effective when the Articles of
Amendment to the Company's Articles of Incorporation are filed for record with
the Secretary of State of Colorado.
VOTE REQUIRED AND RECOMMENDATION OF BOARD
Proposal Two requires the affirmative vote of a majority of the votes cast
by the holders of shares entitled to vote. The Board of Directors recommends
that shareholders vote "For" the proposed amendment to the Articles of
Incorporation.
PROPOSAL THREE
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF
SHARES OF AUTHORIZED COMMON STOCK
The Board of Directors of the Company has approved an amendment to the
Company's Articles of Incorporation to increase the number of shares of
authorized Common Stock from 40,000,000 shares to 100,000,000 shares.
BACKGROUND AND DISCUSSION OF PROPOSED AMENDMENT
The proposed increase in the authorized Common Stock has been recommended
by the Board of Directors to ensure that an adequate supply of authorized
unissued shares is available for general corporate needs. With respect to the
Company's authorized capital: (i) 30,017,906 shares of Common Stock were
outstanding on the September 23, 2004; (ii) an additional 1,425,000 shares of
authorized Common Stock have been reserved for issuance under the Company's
option plans; (iii) approximately 7,139,976 shares of authorized common stock
have been reserved for issuance upon conversion of principal and accrued
interest pursuant to convertible debentures and upon exercise of warrants; and
(iv) approximately 20,000,000 shares will be reserved for issuance if this
Proposal is approved, in order to allow sufficient shares for conversion of
debentures and warrants pursuant to the convertible debentures issued by the
Company in September 2004. The additional authorized shares of Common Stock may
be used for additional options and warrants, for raising additional capital for
the operations of the Company or acquiring other businesses, and may also be
used for such purposes as future stock dividends or stock splits. There are
currently no plans or arrangements relating to the issuance of any of the
additional shares of Common Stock proposed to be authorized, other than pursuant
to the exercise of options or warrants or conversion of debentures. Such shares
would be available for future issuance without further action by the
shareholders, unless required by the Company's Articles of Incorporation or
Bylaws or by applicable law.
18
ANTI-TAKEOVER EFFECTS. The issuance of additional shares of Common Stock
by the Company may also potentially have an anti-takeover effect by making it
more difficult to obtain stockholder approval of various actions, such as a
merger or removal of management. The increase in authorized shares of common
stock has not been proposed for an anti-takeover related purpose and the Board
of Directors and management have no knowledge of any current efforts to obtain
control of the Company or to effect large accumulations of its Common Stock.
DILUTIVE EFFECTS. The authorization and subsequent issuance of additional
shares of common stock may, among other things, have a dilutive effect on
earnings per share and on the equity and voting power of existing holders of
common stock. The actual effect on the holders of common stock cannot be
ascertained until the shares of common stock are issued in the future. However,
such effects might include dilution of the voting power and reduction of amounts
available on liquidation.
VOTE REQUIRED AND RECOMMENDATION OF BOARD
Proposal Three requires the affirmative vote of a majority of the votes
cast by the holders of shares entitled to vote. The Board of Directors
recommends that shareholders vote "For" the proposed amendment to the Articles
of Incorporation.
ANNUAL REPORT TO SHAREHOLDERS
Included with this Proxy Statement is the Company's 2004 Annual Report on
Form 10-KSB for the year ended April 30, 2004.
OTHER MATTERS
Management and the Board of Directors of the Company know of no matters to
be brought before the Meeting other than as set forth herein. However, if any
such other matters properly are presented to the shareholders for action at the
Meeting and any adjournments or postponements thereof, it is the intention of
the proxy holder named in the enclosed proxy to vote in his discretion on all
matters on which the shares represented by such proxy are entitled to vote.
19
SHAREHOLDER PROPOSALS
Proposals from shareholders intended to be present at the next Annual Meeting of
shareholders should be addressed to Uranium Power Corporation., Attention:
Corporate Secretary, 206-475 Howe Street, Vancouver, B.C., Canada V6C-2B3 and we
must receive the proposals by July 4, 2005. Upon receipt of any such proposal,
we shall determine whether or not to include any such proposal in the Proxy
Statement and proxy in accordance with applicable law. It is suggested that
shareholders forward such proposals by Certified Mail-Return Receipt Requested.
After July 4, 2005, any shareholder proposal submitted outside the process of
Rule 14a-8 will be considered to be untimely.
BY ORDER OF THE BOARD OF DIRECTORS:
URANIUM POWER CORPORATION
Thornton J. Donaldson, President
20
================================================================================
PROXY
================================================================================
URANIUM POWER CORPORATION
206-475 HOWE STREET
VANCOUVER, B.C., CANADA V6C-2B3
ANNUAL MEETING OF SHAREHOLDERS - NOVEMBER 1, 2004
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Uranium Power Corporation hereby
constitutes and appoints Thornton J. Donaldson or William Timmins, or either of
them, as attorneys and proxies to appear, attend and vote all of the shares of
Common Stock and/or standing in the name of the undersigned at the Annual
Meeting of Shareholders to be held at the Company's principal office, 206-475
Howe Street, Vancouver, B.C., Canada V6C-2B3, Monday, November 1, 2004, at 10:00
a.m. local time, and at any adjournment or adjournments thereof, upon the
following:
PROPOSAL ONE: To elect the following two persons as directors to hold
office until the next annual meeting of shareholders and until their successors
have been elected and qualified:
Thornton J. Donaldson For / / Withhold Authority to vote / /
William G. Timmins For / / Withhold Authority to vote / /
PROPOSAL TWO: Approval of an amendment to the Company's Articles of
Incorporation to change the name of the Company to CanWest Petroleum
Corporation.
For / / Against / / Abstain / /
PROPOSAL THREE: Approval of an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of Common Stock from
40,000,000 to 100,000,000 shares:
For / / Against / / Abstain / /
In their discretion, the Proxy is authorized to vote upon such other
business as lawfully may come before the Meeting. The undersigned hereby revokes
any proxies as to said shares heretofore given by the undersigned and ratifies
and confirms all that said proxy lawfully may do by virtue hereof.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED HEREON WITH
RESPECT TO THE ABOVE PROPOSALS, BUT IF NO SPECIFICATION IS MADE THEY WILL BE
VOTED FOR ALL DIRECTOR NOMINEES AND FOR THE OTHER PROPOSALS LISTED ABOVE. UNLESS
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION
OF THE PROXY ON ANY OTHER BUSINESS.
21
Please mark, date and sign exactly as your name appears hereon, including
designation as executor, Trustee, etc., if applicable, and return the Proxy in
the enclosed postage-paid envelope as promptly as possible. It is important to
return this Proxy properly signed in order to exercise your right to vote if you
do not attend the meeting and vote in person. A corporation must sign in its
name by the President or other authorized officer. ALL CO-OWNERS AND EACH JOINT
OWNER MUST SIGN.
Date: _______________________
-------------------------------------
Signature(s)
Address if different from that on envelope:
-------------------------------------
Street Address
-------------------------------------
City, State and Zip Code
Please check if you intend to be present at the meeting:______
22
APPENDIX TO PROXY STATEMENT
NOMINATING COMMITTEE CHARTER
OF THE
BOARD OF DIRECTORS OF URANIUM POWER CORPORATION
AS ADOPTED 4/30/04
The role of the Nominating Committee of the Board of Directors of Uranium
Power Corporation. ("UPC") shall be fulfilled by the entire UPC Board of
Directors until the Board of Directors amends this charter to establish a
separate Committee. Any reference in this charter to "Committee" shall mean the
entire Board of Directors.
The purpose of this Committee shall be to assist the Board in identifying
qualified individuals to become Board members, in determining the composition of
the Board of Directors and its Committees, in monitoring a process to assess
Board effectiveness and in developing and implementing UPC's corporate
governance guidelines.
Authority and Responsibilities
In furtherance of this purpose, the Committee shall have the following
authority and responsibilities:
1. To lead the search for individuals qualified to become members of
the Board of Directors and to select Director nominees to be
presented for shareholder approval at the annual meeting. The
Committee shall select individuals as Director nominees who shall
have the highest personal and professional integrity, who have
demonstrated exceptional ability and judgment and who shall be most
effective, in conjunction with the other nominees to the Board, in
collectively serving the long-term interests of the shareholders.
2. To review the Board of Directors' Committee structure and to
recommend to the Board for its approval Directors to serve as
members of each Committee. The Committee shall review and recommend
Committee positions annually and shall recommend additional
Committee members to fill vacancies.
3. To review recommendations received from shareholders for persons to
be considered for nomination to the Board of Directors, and to
designate a member of the Nominating Committee to receive such
communications directly from shareholders, and to publish the name,
fax number, and e-mail address of such person on the UPC's website.
4. To develop and recommend to the Board of Directors for its approval
a set of corporate governance guidelines. The Committee shall review
the guidelines from time to time, as it deems appropriate, and
recommend changes as necessary.
23
5. To develop and recommend to the Board of Directors for its approval
an annual self-evaluation process of the Board and its Committees.
The Committee shall oversee the annual self-evaluations.
6. To review and recommend changes to procedures whereby shareholders
may communicate with the Board of Directors.
The Committee shall have the authority to delegate any of its
responsibilities to subcommittees as the Committee may deem appropriate in its
sole discretion. The Committee shall have the authority to retain a search firm
to assist in identifying Director candidates, and to retain outside counsel and
any other advisors as the Committee may deem necessary in its sole discretion.
Actions and Recommendations
In carrying out its responsibilities under its charter, the Nominating
Committee is required to:
(a) Establish criteria for selection of potential Directors, taking into
consideration the following desired attributes: leadership;
independence; interpersonal skills; financial acumen; business
experiences; industry knowledge; and diversity of viewpoints. The
Committee will periodically assess the criteria to ensure it is
consistent with best practices and the goals of UPC.
(b) Identify individuals who satisfy the criteria for selection to the
Board and, after consultation with the Chairman of the Board, make
recommendations to the Board on new candidates for Board membership.
(c) Receive and evaluate nominations for Board membership which are
recommended by existing directors, corporate officers, or
shareholders in accordance with policies set by the Nominating
Committee and applicable laws.
(d) Oversee the process for conducting background checks on new
candidates for Board membership, including the process of validating
candidate credentials.
(e) Establish criteria for the evaluation of existing directors and the
re-election or removal of Directors based on the needs of UPC.
(f) Review the qualifications, performance and independence of existing
Board members and make recommendations whether they should stand for
reelection.
(g) Recommend to the Board the removal of a director where appropriate.
(h) Recommend to the Board, a slate of nominees for the next annual
meeting of stockholders.
(i) Recruit, in consultation with the Chairman of the Board, those
candidates for Board membership that are approved by the Board.
(j) Oversee the orientation process for new Directors.
The Committee shall report its actions and recommendations to the Board
after each Committee meeting and shall conduct and present to the Board an
annual performance evaluation of the Committee. The Committee shall review the
adequacy of this charter from time to time as it deems appropriate and, if
applicable, recommend changes to the Board for approval.
24
Shareholder Recommendations
The Nominating Committee will consider all recommendations from any person
(or group) who has (or collectively if a group have) held more than 5% of UPC
voting securities for longer than one year. Shareholders desiring to submit
recommendations to the Nominating Committee should submit the following
information in writing or by e-mail addressed to the following person:
Theresa Mehringer
Burns, Figa & Will, P.C.
6400 South Fiddlers Green Circle
Suite 1030
Englewood, CO 80111
Fax: 303 796 2777
tmehringer@bfw-law.com
The information submitted to the Nomination Committee must include at
least the following (and can include such other information the person
submitting the recommendation desires to include), and must be submitted to UPC
by the date mentioned in the most recent proxy statement under the heading
"Proposal From Shareholders" as such date may be amended in cases where the
annual meeting has been changed as contemplated in SEC Rule 14a-8(e), Question
5:
(i) The name, address, telephone number, fax number and e-mail address
of the person submitting the recommendation;
(ii) The number of shares and description of UPC voting securities held
by the person submitting the nomination and whether such person is
holding the shares through a brokerage account (and if so, the name
of the broker-dealer) or directly;
(iii) The name, address, telephone number, fax number and e-mail address
of the person being recommended to the Nominating Committee to stand
for election at the next annual meeting (the "proposed nominee")
together with information regarding such person's education
(including degrees obtained and dates), business experience during
the past ten years, professional affiliations during the past ten
years, and other relevant information.
(iv) Information regarding any family relationships of the proposed
nominee as required by Item 401(d) of SEC Regulation S-K.
(v) Information whether the proposed nominee or the person submitting
the recommendation has (within the ten years prior to the
recommendation) been involved in legal proceedings of the type
described in Item 401(f) of SEC Regulation S-K (and if so, provide
the information regarding those legal proceedings required by Item
401(f) of Regulation S-K).
(vi) Information regarding the share ownership of the proposed nominee
required by Item 403 of Regulation S-K.
25
(vii) Information regarding certain relationships and related party
transactions of the proposed nominee as required by Item 404 of
Regulation S-K.
(viii) The signed consent of the proposed nominee in which he or she
a. consents to being nominated as a Director of UPC if selected
by the Nominating Committee,
b. states his or her willingness to serve as a Director if
elected for compensation not greater than that described in
the most recent proxy statement;
c. states whether the proposed nominee is "independent" as
defined by Nasdaq Marketplace Rule 4200(a)(15); and
d. attests to the accuracy of the information submitted pursuant
to paragraphs (i), (ii), (iii), (iv), (v), (vi), and (vii),
above.
Although the information may be submitted by fax, e-mail, mail, or
courier, the Nominating Committee must receive the proposed nominee's
signed consent, in original form, within ten days of making the
nomination.
When the information required above has been received, the Nominating
Committee will evaluate the proposed nominee based on the criteria
described above, with the principal criteria being the needs of UPC and
the qualifications of such proposed nominee to fulfill those needs.
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