Here's a proxy forms
NOTICE OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS
- and -
INFORMATION CIRCULAR
CARTAWAY RESOURCES CORPORATION
February 17, 1998
Cartaway Resources Corporation
c/o 1800, 350 - 7 Avenue SW
Calgary, Alberta
T2P 3N9
Cartaway Resources Corporation
c/o 1800, 350 - 7 Avenue SW
Calgary, Alberta
T2P 3N9
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
March 20, 1998
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the holders of Common Shares ("Common Shares") of Cartaway Resources Corporation (the "Corporation" or "Cartaway") will be held at the Calgary Petroleum Club, located at 319 - 5 Avenue SW, Calgary, Alberta on March 20, 1998, at 10:00 a.m. (Calgary time) for the purpose of:
1. Receiving and considering the financial statements for the fiscal year ended September 30, 1997, and the report of the auditors thereon (a copy of which accompanies this Information Circular);
2. Appointing auditors for the ensuing year and to authorize the Board of Directors to fix the remuneration to be paid to the auditors;
3. Considering and, if thought fit, pass the resolution fixing the number of directors at three (3) and to authorize the Board of Directors to increase or decrease the number of directors within the minimum and maximum provided in the Corporation's Articles;
4. Electing Directors as described in the Information Circular; and
5. To transact such other business as may be properly brought before the Meeting or any adjournment thereof.
Shareholders who are unable to attend the Meeting in person are requested to date, sign and return the accompanying Instrument of Proxy, or other appropriate form of proxy in accordance with the instructions set forth in the accompanying Information Circular. An Instrument of Proxy will not be valid unless it is deposited at the offices of CIBC Mellon Trust Company, #600, 333 - 7 Avenue SW, Calgary, Alberta, T2P 2Z1, not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, or any adjournment thereof, or unless it is delivered to the Chairman of the Meeting at the Meeting, or any adjournment thereof. A person appointed as proxy need not be a Shareholder of the Corporation.
Only holders of Common Shares of record as of the close of business on February 13, 1998, are entitled to receive notice of the Meeting.
DATED at Calgary, Alberta, this 17th day of February, 1998.
BY ORDER OF THE BOARD OF DIRECTORS
Signed: "John Ivany"
John Ivany, President
TABLE OF CONTENTS
Page
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 1
SOLICITATION OF PROXIES 1
APPOINTMENT AND REVOCATION OF PROXIES 1
EXERCISE OF DISCRETION BY PROXY 1
VOTING OF COMMON SHARES 2
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 2
DESCRIPTION OF SHARE CAPITAL 2
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS 3
COMPENSATION OF EXECUTIVE OFFICERS 3
COMPENSATION OF DIRECTORS 3
PLANS AND SHARE OPTIONS 3
OTHER COMPENSATION 4
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS 4
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 4
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS 4
DIVIDEND RECORD AND POLICY 4
AUDITOR, TRANSFER AGENT AND REGISTRAR 4
PARTICULARS OF MATTERS TO BE ACTED UPON 4
FINANCIAL STATEMENTS 5
APPOINTMENT OF AUDITOR 5
FIXING THE NUMBER OF DIRECTORS 5
ELECTION OF DIRECTORS 5
CERTIFICATE OF THE CORPORATION 7
CARTAWAY RESOURCES CORPORATION
c/o 1800, 350 - 7 Avenue SW
Calgary, Alberta
T2P 3N9
ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON MARCH 20, 1998
SOLICITATION OF PROXIES
THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF CARTAWAY RESOURCES CORPORATION (THE "CORPORATION" OR "CARTAWAY") FOR USE AT THE ANNUAL GENERAL MEETING (THE "MEETING") OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD ON MARCH 20, 1998, AT THE HOUR OF 10:00 O'CLOCK IN THE FORENOON, CALGARY TIME, AND AT ANY ADJOURNMENTS THEREOF FOR THE PURPOSES SET OUT IN THE ACCOMPANYING NOTICE OF MEETING. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors or officers of the Corporation. The cost of any such solicitation will be borne by the Corporation.
APPOINTMENT AND REVOCATION OF PROXIES
An instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or his attorney authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized.
The persons named in the Instrument of Proxy accompanying this Information Circular are officers and directors of the Corporation. A Shareholder submitting an Instrument of Proxy shall have the right to appoint a person to represent the Shareholder at the Meeting other than the person or persons designated in the Instrument of Proxy furnished by the Corporation. To exercise this right, the Shareholder must either insert the name of the desired representative in the blank space provided in the Instrument of Proxy or submit another proxy. An Instrument of Proxy will not be valid unless it is deposited at the offices of CIBC Mellon Trust Company ("CIBC Mellon"), #600, 333 - 7 Avenue SW, Calgary, Alberta, T2P 2Z1, not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, or any adjournment thereof, or unless it is delivered to the Chairman of the Meeting at the Meeting, or any adjournment thereof.
A person giving a proxy has the power to revoke it. In addition to revocation in any other manner permitted by law, an Instrument of Proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing or, if the Shareholder is a corporation, by an officer or attorney duly authorized, and delivered to the offices of CIBC Mellon, #600, 333 - 7 Avenue SW, Calgary, Alberta, T2P 2Z1, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which such Instrument of Proxy is to be used, or to the Chairman of the Meeting on the day of Meeting, or any adjournment thereof, and upon either of such deliveries, the Instrument of Proxy shall be revoked.
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