WESTREND NATURAL GAS INC.
4100 Piedras Drive East, Suite 205
San Antonio, Texas, USA, 78228-1426
(210) 735-8088
INFORMATION CIRCULAR AS AT NOVEMBER 20, 1998
SOLICITATION OF PROXIES
THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE
SOLICITATION OF PROXIES BY AND ON BEHALF OF THE MANAGEMENT OF
WESTREND NATURAL GAS INC. ("the Company") for use at the Annual General Meeting of
shareholders of the Company to be held on December 30, 1998 and any adjournment thereof, for the
purposes set forth in the attached Notice of Meeting. Except where otherwise indicated, the
information contained is stated as of November 20, 1998.
All cost of this solicitation will be borne by the Company. In addition to the solicitation of proxies
by mail, directors, officers and some regular employees may solicit proxies personally, by telephone
or telegraph, but will not receive compensation for so doing.
APPOINTMENT OF PROXYHOLDER
The persons named as proxyholder in the accompanying form of proxy were designated by the
management of the Company ("Management proxyholder"). A shareholder desiring to appoint
some other person ("Alternate Proxyholder") to represent him at the Meeting may do so by
inserting such other person's name in the space indicated or by completing another proper
form of proxy. A person appointed as proxyholder need not be a shareholder of the Company. All
completed proxy forms must be deposited with Pacific Corporate Trust Company, #830 - 625 Howe
Street, Vancouver, BC, V6C 3B8, not less than forty-eight (48) hours, excluding Saturdays, Sundays,
and holidays, before the time of the Meeting.
REVOCATION OF PROXY
Every proxy may be revoked by an instrument in writing
(a) executed by the shareholder or by his attorney authorized in writing or, where the member
is a corporation, by a duly authorized officer, or attorney, of the corporation; and
(b) delivered either to the registered office of the company at any time up to and including the
last business day preceding the day of the meeting or any adjournment of it, at which the
proxy is to be used, or to the chairman of the meeting on the day of the meeting or any
adjournment of it,
or in any other manner provided by law.
EXERCISE OF DISCRETION BY PROXYHOLDER
The proxyholder will vote for or against or withhold from voting the shares, as directed by a
shareholder on the proxy, on any ballot that may be called for. In the absence of any such
direction, the Management Proxyholder will vote in favour of matters described in the
proxy; an Alternate Proxyholder has discretion to vote the shares as he or she chooses.
The enclosed form of proxy confers discretionary authority upon the proxyholder with
respect to amendments or variations to matters identified in the Notice of Meeting and
other matters which may properly come before the Meeting. At present, Management of the
Company knows of no such amendments or variations.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
On November 20, 1998 there were 28,730,724 common shares issued and outstanding, each share
carrying the right to one vote. Only shareholders of record at the Close of Business on November 20,
1998 will be entitled to vote in person or by proxy at the Meeting or any adjournment thereof. Each
person shall have one vote for each share held.
To the knowledge of the Directors or Senior Officers of the Company, there are no beneficial owners
or persons exercising control or direction over Company shares carrying more than 10% of the
outstanding voting rights.
ELECTION OF DIRECTORS
Management proposes to fix the number of Directors of the Company at three (3) and to nominate the
persons listed below for election as Directors. Each Director will hold office until the next Annual
General Meeting, unless his office is earlier vacated. Management does not contemplate that any of
the nominees will be unable to serve as a director. In the event that prior to the meeting any
vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority
shall be exercised by the person named in the proxy as nominee to vote the shares represented by
proxy for the election of any other person or persons as directors.
The following table sets out the names of the Management nominees; their positions and offices in
the Company; principal occupations; the period of time that they have been Directors of the
Company; and the number of shares of the Company which each beneficially owns or over which
control or direction is exercised. Two (2) of the nominees for director are residents of Canada and
two (2) nominees are resident in British Columbia.
Name and Present Office Held
Director Since # of
Shares Benefi-cially Owned, Directly or Indirectly, or Over Which Control or Direction is
Exercised at the Date of This Information Circular
Principal Occupation and if not at Present an Elected Director, Occupation During the
Past Five (5) Years
Howard W. Gaddis, Jr.*
San Antonio, Texas
President/Director
Septem
ber 2, 1998 Nil
Preside
nt of Westrend Natural Gas Inc.
Stephen Winter*
Victoria, BC
Director March
19, 1997 15,100
Cartogr
apher
George Longphee*
Sydney, BC
Director
Novem
ber 16, 1995 Nil
Retired
Oil & Gas Engineer
*Member of Audit Committee.
NOTES:
(a) The information as to shareholdings has been furnished by the respective nominees.
(b) Each of the above nominees is now a director of the Company and was so elected at the
preceding Annual General Meeting.
Advance Notice of Annual General Meeting of the Company was published pursuant to Section 111
of the Company Act in The Province on October 26, 1998.
STATEMENT OF EXECUTIVE COMPENSATION
For purposes of this section:
"executive officer" of the Company means an individual who at any time during the year was the
chairman or a vice-chairman of the board of directors, where such person performed the functions of
such office on a full-time basis, the president, any vice-president in charge of a principal business
unit such as sales, finance or production, or any officer of the Company or of a subsidiary or other
person who performed a policy-making function in respect of the Company;
"SAR" or "stock appreciation right" means a right, granted by the Company or any of its subsidiaries,
as compensation for services rendered or otherwise in connection with office or employment, to
receive a payment of cash or an issue or transfer of securities based wholly or in part on changes in
the trading price of its securities; and
"LTIP" or "long term incentive plan" means any plan which provides compensation intended to
serve as an incentive for performance to occur over a period longer than one financial year, but does
not include option or stock appreciation right plans.
The following table is a summary of the compensation paid to the chief executive officer of the
Company and each executive officer who earned over $100,000 in total salary and bonus during the
three most recently completed financial years, for services rendered to the Company or a subsidiary
of the Company.
SUMMARY COMPENSATION TABLE
Name and
Principal
Position
(a) Annual Compensation
Long Term Compensation
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Other
Annual Compensation ($)
(e) Awards Payouts
Securities
Under Options/
SARs
Granted
(#)
(f) Restricted Shares
or
Restricted
Share
Units
($)
(g)
LTIP
Payouts
($)
(h)
All other Compen-sation
($)
(i)
Howard W. Gaddis, Jr. /98 Nil Nil Nil Nil Nil Nil Nil
Mark Roberts /98 US $99,967 Nil Nil Nil Nil Nil Nil
Mark Roberts /97 US $60,000 Nil Nil Nil Nil Nil Nil
Mark Roberts /96 US $35,000 Nil Nil Nil Nil Nil Nil
OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
There were no options granted to the Company's Executive Officer during the financial year ended January 31,
1998.
AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL
YEAR
AND FINANCIAL YEAR-END OPTION/SAR VALUES
There were no options exercised or repriced downwards during the financial year ended January 31, 1997.
Compensation of Directors
The Company has not paid any compensation to the Directors for their services as Directors during the most
recently completed fiscal year and has no standard arrangement to compensate them for such services other
than the granting of Director Stock Options.
During the last completed financial year the following options were granted to the Directors of the Company who
were not the Executive Officer.
Name of Director Date of Grant Total Number of Shares Granted Price
Stephen Winter July 24, 1997
October 30, 1997 500,000
475,000 $0.38
$0.65
George Longphee October 30, 1997 25,000 $0.65
Options Exercised:
During the last completed financial year the following options to purchase common shares of the Company were
exercised by Directors who were not the Executive Officer.
Name of Director Total Number of Shares Acquired on Exercise Exercise
Price Market Value on Day of Exercise
Stephen Winter 150,000
150,000
200,000 $0.38
$0.38
$0.38 $0.90
$0.21
$0.16
The price range of securities traded in the 30 day period prior to the exercise was $0.51 to $0.81.
MANAGEMENT CONTRACTS
The Company is not a party to a Management Contract with anyone other than the Directors and Executive
Officers of the Company.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
None of the Directors, Senior Officers, proposed nominees for election as directors or their associates have
been indebted to the Company since the beginning of the last completed financial year.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
No insider of the Company, nominee for election as a Director, or associate or affiliate of them, has any material
beneficial interest, in any transaction since the commencement of the Company's last financial year or in any
proposed transaction, which has or will materially affect the Company.
APPOINTMENT OF AUDITORS
It is intended to vote the proxy to appoint Darilek, Butler & Co., P.C., 622 Isom Road, Suite 100, San Antonio,
Texas, USA as Auditors for the Company and to authorize the Directors to fix their remuneration. Darilek, Butler
& Co., P.C. were first appointed as Auditors on July 31, 1997.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
Stock Options
Shareholders will be asked to approve, generally, the granting of incentive stock options.
Issuance of Excess of 20% of Issued Capital
Shareholders will be asked to approve, geneally, the issuance of shares by the Company in excess of 20% of its
issued capital.
Sale of Undertaking
The shareholders are being asked, in accordance with the requirements of the Company Act (British Columbia),
to grant authority to the Directors to sell all or substantilly all of the assets of the Company. This authority is
being requested by management so that Management have as much flexibility as possible in restructuring the
Company. In particular, Management are considering all avenues to increase shareholder values which may
include the sale of existing assets for proceeds that can be applied against outstanding liabilities and reserved for
future acquisitions, whether in the oil and gas industry or elsewhere. Any sale transaction is expected to be arms
length, with Management seeking the maximum consideration possible, and all such transactions will be subject
to regulatory approvals.
Consolidation and Name Change
In order to obtain new equity financings, Management is proposing a consolidation of up to fifteen (15) current
common shares for one (1) new common share and a name change to International Westrend Resources Ltd., or
such other name as determined by the Directors, subject to regulatory approvals. Accordingly, shareholders of
the Company will be asked to approve, by Special Resolution, that:
(a)all of the 100,000,000 common shares without par value, both issued and unissued, be consolidated into
6,666,667 common shares without par value, every fifteen of such shares before consolidation being
consolidated into one share;
(b)the authorized capital of the Company be increased from 6,666,667 common shares without par value to
100,000,000 common shares without par value;
(c)paragraph 2 of the Memorandum of the Company be altered to show the new authorized capital of the
Company as 100,000,000 common shares without par value;
(d)the Company change its name to International Westrend Resources Ltd. or such other name as may be
approved by the Directors, the Registrar of Companies and the Vancouver Stock Exchange;
(e)paragraph 1 of the Memorandum of the Company be altered to show the new name of the Company;
(f)the Directors of the Company be and are hereby authorized, in their sole discretion, to effect such other
consolidation of the Company's share capital, provided that the consolidation effected is less than fifteen
(15) current shares for one (1) new share and, in such event, subparagraphs (a) through (c) of this Special
Resolution will be deemed for all purposes to have been retroactively amended consistent with the
consolidation ratio so effected, without further shareholder approval.
As of the date of this circular, management knows of no other matters to be acted upon at this Annual General
Meeting. However, should any other matters properly come before the Meeting, the shares represented by the
proxy solicited hereby will be voted on such matters in accordance with the best judgement of the persons voting
the shares represented by the proxy.
DATED at Victoria, British Columbia, this 20th day of November, 1998.
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