SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
CADENCE RESOURCES CORPORATION
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(Name of Registrant as Specified in Its Charter)
(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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
CADENCE RESOURCES CORPORATION
4110 COPPER RIDGE DRIVE, SUITE 100
TRAVERSE CITY, MICHIGAN 49684
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 9, 2006
NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders ("the
Meeting") of CADENCE RESOURCES CORPORATION (the "Company" or "Cadence" or the
"Corporation"), a Utah corporation, will be held at 4110 Copper Ridge Drive,
Building D, Suite 100, Traverse City, Michigan 49684, on February 9, 2006 at
9:00 a.m., local time, to consider and act upon the following:
1. to approve a change of the name of CADENCE RESOURCES CORPORATION to AURORA
OIL & GAS CORPORATION, to be effective on the date the Company is admitted for
listing on the American Stock Exchange;
2. to consider ratification of Article II, Section 6 of the Company's existing
bylaws permitting stockholders to take action in writing without a formal
meeting;
3. to approve an increase in the Company's authorized shares of common stock
from 100,000,000 shares to 250,000,000 shares; and
4. to consider and transact such other business as may properly come before the
Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy Statement
which, along with a form of proxy, is enclosed herewith. Only holders of record
of Cadence common stock at the close of business on December 31, 2005 are
entitled to receive notice of and to attend the Meeting and any adjournments
thereof. A complete list of the stockholders entitled to vote will be available
for inspection by any stockholder, for any purpose germane to the Meeting: (i)
at least 10 days prior to the Meeting during ordinary business hours at the
offices of the principal executive offices of the Company listed above; and (ii)
at the Meeting. If you do not expect to be present at the Meeting, you are
requested to fill in, date and sign the enclosed Proxy, which is solicited by
the Board of Directors of the Company, and to mail it promptly in the enclosed
envelope. In the event you attend the Meeting in person, you may, if you desire,
revoke your Proxy and vote your shares in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John P. Ryan
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JOHN P. RYAN, SECRETARY
DATED THIS 11TH DAY OF JANUARY, 2006
CADENCE RESOURCES CORPORATION
4110 COPPER RIDGE DRIVE, SUITE 100
TRAVERSE CITY, MICHIGAN 49684
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 9, 2006
This proxy statement ("Proxy Statement") is furnished in connection with the
solicitation of proxies by the Board of Directors of Cadence Resources
Corporation (the "Company"), to be voted at the Special Meeting of Stockholders
of the Company (the "Meeting") which will be held at 4110 Copper Ridge Drive,
Building D, Suite 100, Traverse City, Michigan 49684 on February 9, 2006 at 9:00
a.m., local time, and any adjournment or adjournments thereof, for the purposes
set forth in the accompanying Notice of Special Meeting of Stockholders and in
this Proxy Statement.
The principal executive offices of the Company are located at 4110 Copper Ridge
Drive, Suite 100, Traverse City, Michigan 49864. The approximate date on which
this Proxy Statement and accompanying proxy will first be sent or given to
stockholders is January 17, 2006.
A proxy, in the enclosed form, which is properly executed, duly returned to the
Company and not revoked will be voted in accordance with the instructions
contained therein or, in the absence of specific instructions, will be voted in
favor of the proposals and in accordance with the judgment of the person or
persons voting the proxy on any other matter that may be brought before the
Meeting. Each such proxy granted may be revoked at any time thereafter by
writing to the Secretary of the Company prior to the Meeting, by execution and
delivery of a subsequent proxy or by attendance and voting in person at the
Meeting, except as to any matter or matters upon which, prior to such
revocation, a vote shall have been cast pursuant to the authority conferred by
such proxy. The cost of soliciting proxies will be borne by the Company.
Following the mailing of the proxy materials, solicitation of proxies may be
made by officers and employees of the Company, or anyone acting on their behalf,
by mail, telephone, electronic mail, facsimile, telegram or personal interview.
VOTING SECURITIES
Stockholders of record as of the close of business on December 31, 2005 (the
"Record Date") will be entitled to notice of, and to vote at, the Meeting or any
adjournments thereof. On the Record Date, there were 59,338,761 outstanding
shares of the Company's common stock, $0.01 par value per share. Each holder of
common stock is entitled to one vote for each share held by such holder. The
presence, in person or by proxy, of the holders of a majority of the outstanding
shares of common stock is necessary to constitute a quorum at the Meeting.
Proxies submitted which contain abstentions and broker non-votes will be deemed
present at the Meeting for determining the presence of a quorum. Shares
abstaining with respect to any matter will be considered votes represented,
entitled to vote and cast with respect to that matter. Shares subject to broker
non-votes with respect to any matter will be considered not voted with respect
to that matter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of the Record Date, certain information
regarding the ownership of voting securities of the Company by each stockholder
known to the management of the Company to be: (i) the beneficial owner of more
than 5% of the Company's outstanding common stock; (ii) the directors of the
Company; (iii) the current executive officers of the Company; and (iv) all
executive officers and directors as a group. The Company believes that the
beneficial owners of the common stock listed below, based on information
furnished by such owners, have sole investment and voting power with respect to
such shares.
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Amount and
Nature of Percent of
Name and Address of Beneficial Outstanding
Beneficial Owner(1) Ownership Shares
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Howard M. Crosby 1,296,840(2) 2.19%
John P. Ryan 909,774(3) 1.53%
Kevin D. Stulp 527,500(4) 0.89%
Nathan A. Low Roth IRA and affiliates 5,852,142(5) 9.24%
641 Lexington Ave
New York, NY 10022
Thomas A. Kaplan 3,890,992(6) 6.56%
154 West 18th Street
New York, NY 10011
Rubicon Master Fund (7) 8,000,000(8) 12.61%
c/o Rubicon Fund Management, LLP
P103 Mount Street
London W1K 2TJ, UK
Crestview Capital Master, LLC 5,158,200(9) 8.69%
95 Revere Drive, Suite A
Northbrook, IL 60062
William W. Deneau 4,232,500(10) 7.13%
Gary J. Myles 259,998(11) 0.44%
Earl V. Young 386,204(12) 0.65%
Richard Deneau -- --
Ronald E. Huff -- --
John V. Miller, Jr. 3,289,762(13) 5.54%
Thomas W. Tucker 3,848,194(14) 6.49%
Lorraine M. King 360,000(15) 0.61%
All executive officers and directors as a group 15,108,772(16) 25.46%
(11 persons)
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(1) Addresses are only given for holders of more than 5% of the outstanding
common stock of Cadence who are neither officers nor directors of the Company.
(2) Based on Form 4 - Statement of Changes in Beneficial Ownership of Securities
filed with the SEC by Howard Crosby on December 30, 2005. Includes 154,168
shares of our common stock held by Crosby Enterprises, Inc., 36,000 shares of
our common stock owned by the Crosby Family Living Trust, 117,000 shares of our
common stock by CORK Investments, Inc., and options to purchase 50,000 shares of
our common stock.
(3) Includes warrants currently exercisable for 37,500 shares of our common
stock, 172,875 shares of our common stock owned by Nancy Martin-Ryan, 45,000
shares of our common stock owned by John Ryan as custodian for Karen Ryan,
45,000 shares of our common stock owned by John Ryan as custodian for Patrick
Ryan, 150,000 shares of our common stock owned by J.P. Ryan Company, Inc., and
87,500 shares of our common stock owned by Andover Capital Corporation.
(4) Includes options and warrants currently exercisable for 150,000 shares of
our common stock, 2,750 shares of our stock owned by the Kevin Dale Stulp IRA
and 1,750 shares of our common stock owned by The Kevin and Marie Stulp
Charitable Remainder Unitrust of which Mr. Stulp is a co-trustee.
(5) Based on information included in an amendment to Schedule 13D/A filed with
the SEC on November 10, 2005, Nathan A. Low has the sole power to vote or direct
the vote of, and the sole power to direct the disposition of, the shares held by
the Nathan A. Low Roth IRAs and the shares held by him individually, which total
4,034,767 shares of our common stock, which includes 108,375 shares of our
common stock issuable upon exercise of warrants. Although Nathan A. Low has no
direct voting or dispositive power over an aggregate 1,017,375 shares of our
common stock held by Lisa Low as trustee for the Nathan A. Low Family Trust and
as custodian for the Neufeld minor children, he may be deemed to beneficially
own those shares because his wife, Lisa Low, is the trustee of the Family Trust
and custodian for the Neufeld children. Similarly, Nathan A. Low may be deemed
to beneficially own those shares of our common stock underlying options and
warrants (a total of 157,375 shares of our common stock) held for the benefit of
his children, because his wife has sole voting and dispositive power over such
shares. Therefore, Nathan A. Low reports shared voting and dispositive power
over 5,482,142 shares of our common stock. Also includes warrants currently
exercisable to purchase 800,000 shares of our common stock. Does not include
warrants to purchase 914,000 shares of our common stock, which warrants were
acquired January 31, 2005.
(6) Consists of 480,811 shares of our common stock owned by LCM Holdings, LDC,
480,811 shares owned by Electrum Resources, 1,329,370 shares owned by Electrum
Capital, LLC, and warrants currently exercisable to purchase 800,000 shares of
our common stock.
(7) Pursuant to investment agreements, each of Rubicon Fund Management Ltd., a
company organized under the laws of the Cayman Islands, which we refer to in
this footnote as Rubicon Fund Management Ltd., and Rubicon Fund Management LLP,
a limited liability partnership organized under the laws of the United Kingdom,
which we refer to in this footnote as Rubicon Fund Management LLP, Mr. Paul
Anthony Brewer, Mr. Jeffrey Eugene Brummette, Mr. William Francis Callanan, Mr.
Vilas Gadkari, Mr. Robert Michael Greenshields and Mr. Horace Joseph Leitch III,
share all investment and voting power with respect to the securities held by
Rubicon Master Fund. Mr. Brewer, Mr. Brummette, Mr. Callanan, Mr. Gadkari, Mr.
Greenshields and Mr. Leitch control both Rubicon Fund Management Ltd. and
Rubicon Fund Management LLP. Each of Rubicon Fund Management Ltd., Rubicon Fund
Management LLP, Mr. Brewer, Mr. Brummette, Mr. Callanan, Mr. Gadkari, Mr.
Greenshields and Mr. Leitch disclaim beneficial ownership of these securities.
(8) Based on Form 3 - Initial Statement of Beneficial Ownership of Securities
filed with the SEC by Rubicon Master Fund on April 13, 2005. Does not include
warrants to purchase 8,000,000 shares of our common stock, which warrants were
acquired January 31, 2005.
(9) Does not include warrants to purchase 1,840,000 shares of our common stock,
which warrants were acquired January 31, 2005.
(10) Consists of 3,272,000 shares of our common stock held by the Patricia A.
Deneau Trust, 340,500 shares held by the Denthorn Trust, 20,000 shares held by
White Pine Land Services, and options currently exercisable for 600,000 shares
of our common stock.
(11) Includes options currently exercisable for 199,998 shares of our common
stock.
(12) Includes options currently exercisable for 199,998 shares of our common
stock.
(13) Consists of 1,689,762 shares of our common stock held by Circle M,
1,000,000 shares held by Miller Resources, and options currently exercisable for
600,000 shares of our common stock.
(14) Consists of 24,646 shares of our common stock held by Jet Exploration,
1,607,574 shares held by the Sandra Tucker Trust, 1,615,974 shares held by the
Thomas Tucker Trust, and options currently exercisable for 600,000 shares of our
common stock.
(15) Includes options currently exercisable for 160,000 shares of our common
stock.
(16) Includes options and warrants currently exercisable for an aggregate of
2,597,496 shares of our common stock.
STOCKHOLDER COMMUNICATIONS AND PROPOSALS
Generally, a stockholder who has a question or concern regarding the business or
affairs of the Corporation should contact Lori King, the Corporation's CFO.
However, if a stockholder would like to address a question directly to the Board
of Directors, to a particular Committee, or to any individual director, the
stockholder may do so by sending his or her question in writing addressed to the
Board of Directors, a specific committee or one or more specific directors, c/o
Cadence Resources Corporation, 4110 Copper Ridge Drive, Suite 100, Traverse
City, Michigan 49684, and marked "Stockholder Communication". The Corporation
has a policy of generally responding in writing to each bona fide,
non-frivolous, written communication from an individual stockholder.
In addition, questions may be asked of any director at the Corporation's annual
stockholders meeting. The Corporation schedules its annual stockholders meeting
on the same day as a regularly scheduled quarterly meeting of the Board of
Directors, so all directors generally attend.
Stockholders may submit proposals to be included in the Corporation's proxy
statement for the Corporation's next annual meeting as provided in SEC Rule
14a-8. To submit such a proposal, a stockholder must mail the proposal to the
Board of Directors as a stockholder communication in the manner described above.
The deadline for submitting a stockholder proposal for inclusion in the proxy
statement for the 2006 annual meeting is March 3, 2006. Any proposal received
after this date will not be eligible to be included in the proxy statement.
ACTIONS TO BE TAKEN AT THE MEETING
PROPOSAL 1
PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has unanimously voted to recommend to the stockholders a
change in the Company's name from "Cadence Resources Corporation" to "Aurora Oil
& Gas Corporation." In the judgment of the Board of Directors, the change of
corporate name is desirable to better reflect the Company's recent acquisition
of Aurora Energy, Ltd., as a wholly owned subsidiary. This merger is being
accounted for as a reverse merger, with Aurora being treated as the acquiring
party for accounting purposes. The affirmative vote of the holders of a majority
of all outstanding shares of common stock is required for adoption of this
proposal. If the proposal is approved, Article I of the Articles of
Incorporation will be amended to change the name of the Company to "Aurora Oil &
Gas Corporation." If the amendment is adopted, stockholders will not be required
to exchange outstanding stock certificates for new certificates.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO "AURORA OIL & GAS CORPORATION".
PROPOSAL 2
PROPOSED RATIFICATION OF ARTICLE II, SECTION 6 OF THE CORPORATION'S
EXISTING BYLAWS PERMITTING STOCKHOLDERS TO TAKE ACTION IN
WRITING WITHOUT A FORMAL MEETING
The Board of Directors of the Company unanimously recommends to the stockholders
that they consider and approve a proposal which would ratify Article II, Section
6 of the Company's existing bylaws permitting stockholders to take action in
writing without a formal meeting. This stockholder ratification is being sought
to satisfy Section 16-10a-1704(4) of the Utah Revised Business Corporation Act,
which requires a corporation in existence prior to July 1, 1992 to have the
stockholders approve the Company's ability to have the Company act by written
consent of fewer than all of the stockholders. The general effect of the
ratification would be to increase efficiency and expediency in the execution of
corporate affairs in a manner compliant with federal and state law.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF ARTICLE II,
SECTION 6 OF THE COMPANY'S EXISTING BYLAWS PERMITTING STOCKHOLDERS TO TAKE
ACTION IN WRITING WITHOUT A FORMAL MEETING.
PROPOSAL 3
PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK OF
THE COMPANY FROM 100,000,000 SHARES $0.01 PAR VALUE PER SHARE
TO 250,000,000 SHARES, $0.01 PAR VALUE PER SHARE
The Board of Directors of the Company unanimously recommends to the stockholders
that they consider and approve a proposed amendment to Article IV of the
Company's Articles of Incorporation which would increase the Company's
authorized shares from 100,000,000 shares of common stock, par value $0.01 per
share, to 250,000,000 shares of common stock, par value $0.01 per share. The
proposed amendment would revise Article IV of the Company's Certificate of
Incorporation to read in part as follows:
"The aggregate number of shares which the Corporation shall have the authority
to issue is 250,000,000 (Two Hundred Fifty Million) common shares of $0.01 par
value...."
The Board of Directors recommends a vote "FOR" this proposal. The Board of
Directors believes that the increase in the number of authorized shares will
benefit the Company by improving its flexibility to consider and respond to
future business opportunities and needs. Out of the 100,000,000 shares currently
authorized, over 88,000,000 shares are either issued and outstanding or reserved
for issuance upon exercise of outstanding options and warrants. The additional
authorized shares will be available for issuance from time to time in connection
with possible financings, the acquisitions of oil and gas properties and
companies, and the Company's Equity Incentive Plan. Authorized shares may be
issued from time to time without action by the Company's stockholders to such
persons and for such consideration and on such terms as the Board of Directors
determines. The Company has no current plans to issue these newly authorized
shares for any specific purpose.
An affirmative vote by the holders of a majority of the outstanding shares of
common stock entitled to vote at the meeting is required for the adoption of
this proposal to amend the Articles of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK.
The Company's financial statements and management's discussion and analysis of
financial condition and results of operations may be found in the Company's Form
10-KSB for the period ending September 30, 2005, that was filed with the SEC on
December 29, 2005. Management does not believe that this information is material
for the exercise of prudent judgment in connection with the request for approval
to increase the number of authorized shares. Nonetheless, stockholders are
encouraged to review the Form 10-KSB as filed.
CADENCE RESOURCES CORPORATION
PROXY CARD
SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned holder(s) of common stock of CADENCE RESOURCES CORPORATION, (the
"Company" or "Cadence"), hereby constitutes and appoints William W. Deneau,
President and Chairman of the Board of the Company, and Lorraine M. King, Chief
Financial Officer, or instead of them* _________________________ as Proxy of the
undersigned with full power of substitution for the undersigned and in the name,
place, and stead of the undersigned, to vote all of the undersigned's shares of
Cadence stock, according to the number of votes and with all the powers the
undersigned would possess if personally present, at the Special Meeting of
Stockholders of the Company, to be held at 4110 Copper Ridge Drive, Building D,
Traverse City, Michigan 49684, February 9, 2006, at 9:00 a.m., local time, and
at any adjournments or postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement relating to the meeting and hereby revokes any proxy or proxies
heretofore given.
Each properly executed proxy will be voted in accordance with the specifications
made on the reverse side of this Proxy Card and in the discretion of the proxies
on any other matter that may properly come before the meeting. Where no choice
is specified, this Proxy will be voted: (i) FOR a change of the name of CADENCE
RESOURCES CORPORATION to AURORA OIL & GAS CORPORATION; (ii) FOR ratification of
Article II, Section 6 of the Company's existing bylaws; and (iii) FOR an
increase in the Company's authorized shares of common stock from 100,000,000
shares to 250,000,000 shares.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE
PLEASE MARK YOUR CHOICE LIKE
THIS IN BLUE OR BLACK INK: |X|
Will attend the meeting in person |_|
*INSTRUCTIONS: A STOCKHOLDER HAS THE RIGHT TO APPOINT ANY PERSON TO ATTEND THE
MEETING AND ACT ON THE STOCKHOLDER'S BEHALF. IF THE STOCKHOLDER DESIRES TO
APPOINT A PERSON OTHER THAN THOSE NAMED IN THIS PRINTED DOCUMENT, THE
STOCKHOLDER SHOULD INSERT THE NAME AND ADDRESS OF THE DESIRED PERSON IN THE
BLANK SPACE PROVED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR A CHANGE OF THE NAME OF THE COMPANY
TO AURORA OIL & GAS CORPORATION; (II) FOR RATIFICATION OF ARTICLE II, SECTION 6
OF THE COMPANY'S EXISTING BYLAWS; AND (III) FOR AN INCREASE IN THE COMPANY'S
AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 SHARES TO 250,000,000 SHARES.
(1) Approval of the name change from Cadence Resources Corporation to Aurora Oil
& Gas Corporation:
FOR AGAINST ABSTAIN
|_| |_| |_|
(2) Approval of ratification of Article II, Section 6 of the Company's bylaws:
FOR AGAINST ABSTAIN
|_| |_| |_|
(3) Approval of an increase in the Company's authorized shares of common stock
from 100,000,000 shares to 250,000,000 shares:
FOR AGAINST ABSTAIN
|_| |_| |_|
(4) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting.
DATED THIS ____ DAY OF ___________, 2006
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Signature(s)
(Signatures should conform to names
as registered. For jointly owned
shares, each owner should sign.
When signing as attorney, executor,
administrator, trustee, guardian
or officer of a corporation,
please give full title.)
PLEASE MARK AND SIGN ABOVE AND RETURN PROMPTLY
YOUR VOTE IS IMPORTANT
Regardless of the number of shares you own, your vote is important. We want and
need your input.
If you do not attend the Special Meeting to vote in person, your vote will not
be counted unless a proxy representing your shares is presented at the meeting.
To ensure that your shares will be voted at the meeting, please MARK, SIGN, DATE
AND PROMPTLY RETURN the enclosed Proxy card.
If you do attend the meeting in person, you may revoke your proxy and vote in
person
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ACCOUNT NUMBER COMMON