Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
¨
Definitive
Proxy Statement
¨
Definitive
Additional Materials
¨
Soliciting
Material Pursuant to Rule 14a-12
Delta
Oil & Gas, Inc.
(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 Rule 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):
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.
I am
pleased to invite you to attend the annual meeting of stockholders of Delta Oil
& Gas, Inc., a Colorado corporation, to be held at 10:00 A.M., September 25,2009, at Quarles & Brady, 411 E. Wisconsin Ave., Milwaukee,
WI53202-4497. Details regarding admission to the annual
meeting and the business to be conducted are more fully described in the
accompanying Notice of Annual Meeting and Proxy Statement.
Your vote
is important. Whether or not you plan to attend the annual meeting, I
hope that you will vote as soon as possible. Please review the
instructions on each of your voting options described in the Notice of Annual
Meeting and the Proxy Statement.
Thank you
for your ongoing support of, and continued interest in, Delta Oil & Gas,
Inc.
The
annual meeting of the stockholders of Delta Oil & Gas, Inc., a Colorado
corporation, will be held at Quarles & Brady, 411 E. Wisconsin Ave.,
Milwaukee, WI53202-4497 at 10:00 a.m., central time, on September25, 2009, for the following purposes:
1.
To
elect three directors;
2.
To
approve a reverse stock split of all our issued and outstanding common
stock on a one-for-five basis (the “Reverse Stock
Split”);
3.
To
ratify the appointment of STS Partners LLP., Chartered Accountants, as our
independent registered public accounting firm;
and
4.
To
act upon such other business as may properly come before the annual
meeting.
We call
your attention to the proxy statement accompanying this notice for a more
complete statement about the matters to be acted upon at the annual
meeting.
Only
stockholders of record at the close of business on July 31, 2009 will be
entitled to vote at the annual meeting or any adjournment or postponement
thereof. On or about August __, 2009, we expect to mail most
stockholders a Notice of Internet Availability of Proxy Materials containing
instructions on how to access our proxy statement and annual
report. All other stockholders will be sent a copy of the proxy
statement and annual report by mail.
By order
of the Board of Directors
__________________________________
Douglas
N. Bolen
President
and Chairman of the Board
August
__, 2009
Vancouver,
British Columbia
Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting of Stockholders to be
Held on September 25, 2009: The Company's proxy statement and
annual report on Form 10-K for the year ended December 31, 2008 are available
at: http://cstproxy.com/deltaoilandgas/2009. To
view this material, your browser must support the PDF file format. If
your browser does not support PDF viewing, download and installation
instructions are available at the above link.
The
enclosed proxy is solicited on behalf of the board of directors of Delta Oil
& Gas, Inc., a Colorado corporation, for use at the annual meeting of
stockholders to be held at 10:00 a.m., central time, on September 25, 2009, or
at any adjournment or postponement thereof, for the purposes set forth herein
and in the accompanying notice of annual meeting of stockholders. The
annual meeting will be held at Quarles & Brady, 411 E. Wisconsin Ave.,
Milwaukee, WI53202-4497. The telephone number at that
location is (414) 277-5000.
Internet
Availability of Proxy Materials
These
proxy solicitation materials were first mailed on or about August __, 2009 to
all stockholders entitled to vote at the meeting. Pursuant to the
rules recently adopted by the Securities and Exchange Commission, we are
permitted to provide access to our proxy material over the internet instead of
mailing a printed copy of the proxy material to each stockholder. As
a result, on or about August __, 2009, we expect to mail most stockholders a
Notice of Internet Availability of Proxy Materials containing instructions on
how to access our proxy statement and annual report. All other
stockholders will be sent a copy of the proxy statement and annual report by
mail.
How
Can Shareholders Request Paper Copies of the Proxy Materials
If you
receive a Notice of Internet Availability of Proxy Materials by mail, you will
not receive a printed copy of the proxy materials unless you request one by
following the instructions included in the Notice of Internet Availability of
Proxy Material. There is no charge to you for requesting a copy of
the proxy materials.
Record
Date and Voting Securities
Stockholders
of record at the close of business on July 31, 2009 are entitled to notice of
and to vote at the meeting. At the record date, 67,785,532 shares of
our authorized common stock were issued and outstanding and held of record by
eighty-eight (88) stockholders.
Voting
You are
entitled to one vote for each share of common stock held by you on the record
date.
If you
hold your shares in your own name as a holder of record, you may instruct the
proxy holders how to vote your common stock either by internet or by signing,
dating and mailing the proxy card in the postage paid reply envelope that we
have provided. Of course, you may also choose to come to the annual
meeting and vote your shares in person. The proxy holders will vote
your shares in accordance with those instructions. If you sign and
return a proxy card without giving specific voting instructions or vote by
internet, your shares will be voted as recommended by our board of
directors.
If
your shares are not registered in your name, then you vote by giving
instructions to the firm that
holds your shares rather than using any of the methods described above. Please
check the voting form of the
firm that holds your shares to what voting procedures are
offered.
If you
later find that you will be present at the annual meeting or for any other
reason desire to revoke your proxy, you may do so at any time before it is
voted.
Revocability
of Proxies
You may
revoke your proxy at any time before it is voted at the annual
meeting. In order to do this, you may either:
·
sign
and return another proxy bearing a later
date;
·
provide
written notice of the revocation to Kulwant Sandher, our Secretary, prior
to the time we take the vote at the annual
meeting; or
·
attend
the meeting and vote in person.
Required
Vote
Proposal
1
Directors
are elected by a plurality of the votes cast by the shares entitled to vote in
the election at a stockholders meeting at which a quorum is
present. “Plurality” means that the individuals who receive the
largest number of votes are elected as directors up to the maximum number of
directors to be chosen. Therefore, shares not voted, whether by withheld
authority or otherwise, have no effect in the election of directors except to
the extent that the failure to vote for an individual results in another
individual receiving a comparatively larger number of votes.
Proposal
2
The
proposal regarding the Reverse Stock Split will be approved if a quorum is
present at the annual meeting and the proposal is approved by the affirmative
vote of at least a majority of a quorum of stockholders present in person or by
proxy at the annual meeting (i.e., if a quorum exists at the annual meeting, the
votes cast favoring the Reverse Stock Split must exceed the votes cast
opposing the Reverse Stock Split).
Proposal
3
Although
not required by law to submit the ratification of the independent registered
public accounting firm to a vote by stockholders, the board of directors believe
it is appropriate, as a matter of policy, to request that the stockholders
ratify the appointment of STS Partners LLP, Chartered Accountants (“STS
Partners”) as our independent registered public accounting firm for
2009. Assuming that a quorum is present at the annual meeting, the
selection of STS Partners will be deemed to have been ratified if approved by
the affirmative vote of a majority of the votes cast. If the
stockholders should not so ratify, the board of directors will reconsider the
appointment.
FOR the election of the
three nominees to the board of
directors;
·
FOR the approval of the
Reverse Stock Split; and
·
FOR the ratification of
the appointment of STS Partners LLP, Chartered Accountants as our
independent registered public accounting
firm.
Quorum
Requirement
A quorum,
which is 33.334% of our outstanding shares of common stock as of the record
date, must be present or represented by proxy in order to hold the annual
meeting and to conduct business. Your shares will be counted as being
present at the annual meeting if you attend the annual meeting in person or if
you submit a properly executed proxy card.
Stockholder
List
The
stockholder list as of the record date will be available for examination by any
stockholder at our corporate office, Suite 604 - 700 West Pender Street,
Vancouver, British Columbia, Canada. V6C 1G8, beginning September 11,2009, which is at least ten business days prior to the date of the annual
meeting and the stockholder list will be available at the annual
meeting.
Abstentions
and Broker Non-Votes
If you
return a proxy card that indicates an abstention from voting on all matters, the
shares represented will be counted as present for the purpose of determining a
quorum, but they will not be voted on any matter at the annual
meeting. Also, broker non-votes will be counted for purposes of
determining a quorum.
Under
Colorado Law, the affirmative vote of at least a majority of a quorum of
stockholders present in person or by proxy at the annual meeting (i.e., if a
quorum exists at the annual meeting, the votes cast favoring the Reverse Stock
Split must exceed the votes cast opposing the Reverse Stock Split) is
required to approve the Reverse Stock Split. Stockholders holding
Delta Oil & Gas, Inc. shares in “street name” should review the information
provided to them by their nominee (such as a broker or bank). This
information will describe the procedures to follow to instruct the nominee how
to vote the street name shares and how to revoke previously given
instructions. The proposal to approve the Reverse Stock Split is a
“non-discretionary” item, meaning that nominees cannot vote Delta Oil & Gas,
Inc. shares in their discretion on behalf of a client if the client has not
given them voting instructions. Shares held in street name that are
not voted by brokerage firms or other nominees are referred to as “broker
non-votes.” Because the affirmative vote of a majority of a quorum is necessary
to approve the Reverse Stock Split, broker non-votes and abstentions will have
the same effect as a vote “AGAINST” the proposal to approve the Reverse Stock
Split.
The
board of directors urges you to complete, date and sign the enclosed proxy and
to return it promptly in the enclosed postage prepaid envelope so that a quorum
can be assured for the annual meeting and your Delta Oil & Gas, Inc. shares
can be voted as you wish.
This
solicitation of proxies is made by our board of directors, and all related costs
will be borne by us. None of our directors intends to oppose any
action for which stockholder approval is being solicited. In
addition, we may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
materials to such beneficial owners. Proxies may also be solicited by
certain of our directors, officers and regular employees, without additional
compensation, personally or by telephone or facsimile.
Voting
Results
The
preliminary voting results will be announced at the annual
meeting. The final voting results will be calculated by our Inspector
of Elections, and published in our quarterly report on Form 10-Q for the
third quarter of our fiscal year 2009.
Stockholders
Sharing the Same Address
Delta Oil
& Gas, Inc. has adopted a procedure called “householding,” which has been
approved by the Securities and Exchange Commission. Under this
procedure, we will deliver only one copy of the annual report and proxy
statement to multiple stockholders who share the same address, unless we have
received contrary instructions from an affected stockholder. This
procedure reduces our printing costs, mailing costs, and
fees. Stockholders who participate in householding will continue to
receive separate proxy cards.
We will
deliver, promptly upon written or oral request, a separate copy of the annual
report and the proxy statement to any stockholder at a shared address to which a
single copy of either of those documents was delivered. To receive a
separate copy of the annual report or proxy statement, you may write or call
Delta Oil & Gas, Inc.’s Investor Relations Department at Suite 604 - 700
West Pender Street, Vancouver, British Columbia, Canada. V6C 1G8, telephone
866-355-3644. Any stockholders of record who share the same address
and currently receive multiple copies of Delta Oil & Gas, Inc.’s annual
report and proxy statement who wish to receive only one copy of these materials
per household in the future, please contact Delta Oil & Gas, Inc.’s Investor
Relations Department at the address or telephone number listed above to
participate in the householding program.
A number
of brokerage firms have instituted householding. If you hold your
shares in “street name,” please contact your bank, broker, or other holder of
record to request information about householding.
Other
Matters
Other
than the proposals listed above, our board of directors does not intend to
present any other matters to be voted on at the annual meeting. Our
board of directors is not currently aware of any other matters that will be
presented by others for action at the annual meeting. However, if
other matters are properly presented at the annual meeting and you have signed
and returned your proxy card, the proxy holders will have discretion to vote
your shares on these matters to the extent authorized under the Securities
Exchange Act of 1934, as amended.
A board
of three directors is to be elected at the annual meeting of
stockholders. Unless otherwise instructed, the proxy holders will
vote the proxies received by them for the nominees named below, all of whom are
presently directors of Delta Oil & Gas, Inc. In the event that
any nominee is unable or declines to serve as a director at the time of the
annual meeting of stockholders, the proxies will be voted for any nominee who
shall be designated by the present board of directors to fill the
vacancy. We are not aware of any nominee who will be unable or will
decline to serve as a director. The term of office for each person
elected as a director will continue until the next annual meeting of
stockholders or until a successor has been elected and qualified.
The names
of the nominees and certain information about them as of the date of this proxy
statement are set forth below:
Name of Nominee
Age
Position
Director
Since
Douglas
N. Bolen
43
President,
Director
2004
Kulwant
Sandher
47
Chief
Financial Officer, Secretary, Principal Financial Officer, Principal
Accounting Officer, Director
2007
Christopher
Paton-Gay
49
Chief
Executive Officer, Director
2009
_______________
Douglas N.
Bolen. Mr. Douglas Bolen was appointed as our Chief Executive
Officer, President and director on April 15, 2004. Mr. Bolen resigned
as our Chief Executive Officer on April 6, 2009, but continues to serve as our
President and a director. Mr. Bolen received a Bachelor of Arts from
the University of Regina, Saskatchewan in 1991 and his Bachelor of Laws from the
University of Saskatchewan in 1995. Mr. Bolen is a member in good
standing of the Law Society of Saskatchewan, the Regina Bar Association and the
Canadian Bar Association. From 1995 to 1999, Mr. Bolen articled and
practiced law at Balfour Moss, Barristers and Solicitors, a large Regina, Canada
based law firm with a practice concentration in the area of Corporate Commercial
law. From 1999 to the present, Mr. Bolen has been providing
consulting services to small to medium sized U.S. based businesses.
Kulwant
Sandher. Mr. Sandher is a Chartered Accountant in both England
and Canadian jurisdictions. Mr. Sandher was appointed as President
and Chief Financial Officer of Turner Valley Oil & Gas Inc. on August 2004
and continues in serve in these positions. From April 17, 2006 to
October 3, 2008, Mr. Sandher acted as Chief Financial Officer and as a member of
the board of directors of The Stallion Group. From May 2004 to March
2006, Mr. Sandher served as Chief Operating Officer and Chief Financial Officer
of Marketrend Interactive Inc. Mr. Sandher acted as Chief Financial
Officer of Serebra Learning Corporation, a public company on the TSX VE, from
September 1999 to October 2002.
Christopher
Paton-Gay. Mr. Paton-Gay was appointed as our Chief Executive
Officer and director on April 6, 2009. Mr. Paton-Gay has been Chief
Executive Officer, a director and Chairman of The Stallion Group since July 19,2006. Mr. Paton-Gay has been active in the oil and gas business in
Alberta, Canada and the United States over the past two decades. Over
the past twenty years, he has founded and been chairman and president of two
private oil and gas companies in addition to sitting on many corporate and
public sector governance boards. He has also served as one of the
founding Directors of the Explorers and Producers Association of
Canada. Mr. Paton-Gay has also served as a director and officer of
Turner Valley Oil & Gas Inc. since 2003.
Our
directors are elected annually and hold office until the next annual meeting of
our stockholders or until their successors are elected and
qualified. Officers are elected annually and serve at the discretion
of the board of directors. Board vacancies are filled by a majority
vote of the board. There are no family relationship between any of
our directors, director nominees and executive officers.
Plurality
Vote Required
If a
quorum is present and voting, the three nominees receiving the greatest number
of votes will be elected to the board of directors. Votes withheld from any
nominee will be counted for purposes of determining the presence or absence of a
quorum for transaction of business at the meeting but will have no other legal
effect upon the election of directors under Colorado law.
Our
board of directors unanimously recommends that stockholders vote for
Our board
of directors held six regular or special meetings during the fiscal year ended
December 31, 2008. Various matters were approved by unanimous
consent resolution, which in each case was signed by each of the members of the
board of directors then serving. Our directors are expected, absent
exceptional circumstances, to attend, either in person or telephonically, all
board meetings and are also expected to attend our annual meeting of
stockholders. Each of our directors attended at least 75% of the meetings of the
board of directors in the fiscal year ended December 31, 2008
Audit
Committee
We do not
have a separately-designated standing audit committee. The entire
board of directors performs the functions of an audit committee, but no written
charter governs the actions of the board when performing the functions of that
would generally be performed by an audit committee. The board
approves the selection of our independent accountants and meets and interacts
with the independent accountants to discuss issues related to financial
reporting. In addition, the board reviews the scope and results of
the audit with the independent accountants, reviews with management and the
independent accountants our annual operating results, considers the adequacy of
our internal accounting procedures and considers other auditing and accounting
matters including fees to be paid to the independent auditor and the performance
of the independent auditor.
Reviewed
and discussed the audited financial statements with management,
and
·
Reviewed
and discussed the written disclosures and the letter from our independent
auditors on the matters relating to the auditor's
independence.
Based
upon the board’s review and discussion of the matters above, the board
authorized inclusion of the audited financial statements for the year ended
December 31, 2008 to be included in the annual report on Form 10-K and filed
with the Securities and Exchange Commission.
The board
of directors determined that Mr. Sandher qualifies as an “audit committee
financial expert,” as defined under the rules and regulations of the Securities
and Exchange Commission.
Policy
for Director Recommendations and Nominations
Our board
of directors does not maintain a nominating committee. As a result,
no written charter governs the director nomination process. The size
of the company and the size of the board, at this time, do not require a
separate nominating committee.
Our
independent directors annually review all director performance over the past
year and make recommendations to the board for future
nominations. When evaluating director nominees, our independent
directors consider the following factors:
·
The
appropriate size of our board of
directors;
·
Our
needs with respect to the particular talents and experience of our
directors;
The
knowledge, skills and experience of nominees, including experience in
finance, administration or public service, in light of prevailing business
conditions and the knowledge, skills and experience already possessed by
other members of the board;
·
Experience
in political affairs;
·
Experience
with accounting rules and practices;
and
·
The
desire to balance the benefit of continuity with the periodic injection of
the fresh perspective provided by new board
members.
Our goal
is to assemble a board that brings together a variety of perspectives and skills
derived from high quality business and professional experience. In
doing so, the board will also consider candidates with appropriate non-business
backgrounds.
Other
than the foregoing, there are no stated minimum criteria for director nominees,
although the board may also consider such other factors as it may deem are in
our best interests. In addition, the board identifies nominees by
first evaluating the current members of the board willing to continue in
service. Current members of the board with skills and experience that
are relevant to our business and who are willing to continue in service are
considered for re-nomination. If any member of the board of directors
does not wish to continue in service or if the board decides not to re-nominate
a member for re-election, the board then identifies the desired skills and
experience of a new nominee in light of the criteria above. Current
members of the board of directors are polled for suggestions as to individuals
meeting the criteria described above. The board may also engage in
research to identify qualified individuals. To date, we have not
engaged third parties to identify or evaluate or assist in identifying potential
nominees, although we reserve the right in the future to retain a third party
search firm, if necessary. A director candidate recommended by our
stockholders will be considered in the same manner as a nominee recommended by a
board member, management or other sources.
Stockholder
Communications with the Board of Directors
Stockholders
may communicate with the board of directors by writing to us at Delta Oil &
Gas, Inc., Attention: Corporate Secretary, Suite 604 - 700 West Pender Street,
Vancouver, British Columbia, Canada. V6C 1G8. Stockholders who would
like their submission directed to a particular member of the board of directors
may so specify and the communication will be forwarded as
appropriate.
Code
of Ethics and Conduct
Our board
of directors has adopted a Code of Ethics and Conduct that is applicable to all
of our employees, officers and directors. Our Code of Ethics and
Conduct is intended to ensure that our employees act in accordance with the
highest ethical standards. The Code of Ethics and Conduct is
available on the Investor Relations page of our website at
http://www.deltaoilandgas.com. and the Code of Ethics and Conduct was filed as
an exhibit to our annual report on Form 10-KSB for the fiscal year ended
December 31, 2003.
Our board
has approved and is recommending to our stockholders a proposal to effect a
reverse stock split of all outstanding shares of our common stock on a
one-for-five basis (the “Reverse Stock Split”). However, if the board
determines that effecting the Reverse Stock Split would not be in the best
interests of the Company’s stockholders, the board of directors can determine
not to effect the Reverse Stock Split. The Reverse Stock Split will
have no effect on the number of authorized shares, par value, aggregate
liquidation preferences, voting rights and other rights and privileges of the
Company’s common stock and preferred stock.
Except
for adjustments that may result from the treatment of fractional shares as
described below, each stockholder will hold the same percentage of common stock
outstanding immediately following the Reverse Stock Split as that stockholder
held immediately prior to the Reverse Stock Split.
If this
proposal is approved and the board of directors does implement a Reverse Stock
Split, it will become effective after the amendment of the Company’s Articles of
Incorporation (the “Amendment to the Articles”) is filed with the Secretary of
State of the State of Colorado (the “Effective Date”). The form of
the Amendment to the Articles is attached hereto as Appendix A and
reflects the amendment to the Articles of Incorporation to effect the Reverse
Stock Split that is proposed to be approved by the stockholders. The
following discussion is qualified in its entirety by the full text of the
Amendment to the Articles, which is hereby incorporated by
reference.
Purpose
of Proposed Reverse Stock Split
The
principal reasons for the Reverse Stock Split are to reduce the number of
outstanding shares of common stock to a more reasonable number so the Company
can be valued more accurately, and to increase the trading price of our common
stock in order to generate greater investor interest in the Company and thus
enhance liquidity.
The
Company’s common stock currently trades in the over-the-counter market on the
National Association of Securities Dealers’ OTC Bulletin Board (the “OTCBB”)
because it does not meet the listing requirements of the national securities
exchanges. The Company‘s objective is for its common stock to trade
at a share price high enough for the Company to obtain listing on one of these
exchanges and the Reverse Stock Split is helpful in reaching this
objective. In addition, if the Company’s common stock is listed on a
national securities exchange, it will no longer be subject to Rule 15g-9 of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”) because it
will no longer be classified as a “penny stock” under Exchange Act Rule
3a51-1. This rule imposes additional sales practice requirements on
broker-dealers who sell low-priced securities to persons other than established
customers and institutional accredited investors. Consequently, if
the Company is not subject to this rule, the ability of broker-dealers to sell
our common stock and the ability of holders to sell their shares of common stock
in the secondary market may be improved. Moreover, investors would
likely be more interested in purchasing higher-priced securities because the
brokerage commissions, as a percentage of the total transaction value, tend to
be lower for such securities. This factor may also limit the
willingness of institutions to purchase our common stock. The board
of directors believes that the potential anticipated higher market price
resulting from a Reverse Stock Split may enable institutional investors and
brokerage firms with such policies and procedures to invest in our common
stock.
If the
board of directors elects to effect the Reverse Stock Split following
stockholder approval, the number of issued and outstanding shares of common
stock would be reduced on a one-for-five basis. Except for adjustments that may
result from the treatment of fractional shares as described below, each
stockholder will hold the same percentage of the outstanding common stock
immediately following the Reverse Stock Split as such stockholder held
immediately prior to the Reverse Stock Split. Proportionate voting
rights and other rights and preferences of the holders of common stock will not
be affected by the Reverse Stock Split.
The
number of stockholders of record also will not be affected by the Reverse Stock
Split. As stated above, although the proposed Reverse Stock Split
will not affect the rights of stockholders or any stockholder's proportionate
equity interest in the Company, the number of authorized shares of common stock
will not be reduced. This will increase significantly the ability of
the board of directors to issue authorized and unissued shares without further
stockholder action. The issuance in the future of such additional
authorized shares may have the effect of diluting the earnings per share and
book value per share, as well as the stock ownership and voting rights, of the
currently outstanding shares of common stock. In addition, our board
of directors could issue large blocks of common stock to fend off unwanted
tender offers or hostile takeovers without further stockholder
approval.
The
Company has outstanding stock options and warrants. When the Reverse
Stock Split becomes effective, the number of shares covered by each of them will
be decreased, as displayed in the table below, and the conversion or exercise
price per share will be increased in accordance with the exchange ratio of the
reverse split.
The
following table contains approximate information relating to the common stock as
impacted by the proposed Reverse Stock Split, based on share information as of
July 21, 2009:
Pre-
Reverse
Split
Post-
Reverse
Split
Outstanding
67,785,532
13,557,107
Reserved
for future issuance pursuant to outstanding Warrants
-
-
Reserved
for future issuance pursuant to outstanding
options
500,0000
100,000
Procedure
for Effecting Reverse Stock Split and Exchange of Stock
Certificates
If our
stockholders approve this proposal, and the board of directors subsequently
elects to effect the Reverse Stock Split, we will file the Amendment to the
Articles with the Secretary of State of the State of Colorado and it will become
effective upon filing or such later time as is set forth
therein.
Effect
on Beneficial Holders of Common Stock (Stockholders Who Hold in “Street
Name”)
Upon the
effectiveness of the Reverse Stock Split, the Company intends to treat shares of
common stock held by stockholders in “street name,” through a bank, broker or
other nominee, in the same manner as registered stockholders whose shares of
common stock are registered in their names. Banks, brokers or other
nominees will be instructed to effect the Reverse Stock Split for their
beneficial holders holding the common stock in “street
name.” However, these banks, brokers or other nominees may have
different procedures than registered stockholders for processing the Reverse
Stock Split. If a stockholder holds shares of common stock with a
bank, broker or other nominee and has any questions in this regard, stockholders
are encouraged to contact their bank, broker or other nominee.
Effect
on Registered “Book-Entry” Holders of Common Stock (i.e. Stockholders that are
Registered on the Transfer Agent’s Books and Records But Do Not Hold
Certificates)
Some of
the Company’s registered holders of common stock may hold some or all of their
shares electronically in book-entry form with the Company’s transfer
agent. These stockholders do not have stock certificates evidencing
their ownership of the common stock. They are, however, provided with
a statement reflecting the number of shares registered in their
accounts.
If a
stockholder holds registered shares in book-entry form with the transfer agent,
no action needs to be taken to receive post-Reverse Stock Split
shares. If a stockholder is entitled to post-Reverse Stock Split
shares, a transaction statement will automatically be sent to the stockholder’s
address of record indicating the number of shares of common stock held following
the Reverse Stock Split.
Effect
on Certificated Shares
Upon the
Reverse Stock Split, our transfer agent will act as our exchange agent and will
act for holders of our common stock in implementing the exchange of their
certificates.
Commencing
on the effective date of a Reverse Stock Split, stockholders holding shares in
certificated form will be sent a transmittal letter from the Company’s transfer
agent for the common stock. The letter of transmittal will contain
instructions on how a stockholder should surrender his or her certificate(s)
representing shares of the common stock (“Old Certificates”) to the transfer
agent in exchange for certificates representing the appropriate number of whole
shares of post-Reverse Stock Split common stock (“New
Certificates”). No New Certificates will be issued to a stockholder
until that stockholder has surrendered all Old Certificates, together with a
properly completed and executed letter of transmittal, to the transfer
agent. No stockholder will be required to pay a transfer or other fee
to exchange the stockholder’s Old Certificates. Stockholders will
then receive a New Certificate(s) representing the number of whole shares of
common stock to which they are entitled as a result of the Reverse Stock
Split. Until surrendered, the Company will deem outstanding Old
Certificates held by stockholders to be canceled and only to represent the
number of whole shares of post-Reverse Stock Split common stock to which these
stockholders are entitled.
Any Old
Certificates submitted for exchange, whether because of a sale, transfer or
other disposition of stock, will automatically be exchanged for New
Certificates. If an Old Certificate has a restrictive legend on the
back of the Old Certificate(s), the New Certificate(s) will be issued with the
same restrictive legends that are on the back of the Old Certificate(s) unless
that legend is no longer effective because of the passage of
time.
Stockholders
should not destroy any stock certificate(s)
and
should not submit any certificate(s) until requested to do so.
No
fractional shares of common stock or preferred stock will be issued in
connection with the Reverse Stock Split. If, as a result of the
Reverse Stock Split, a stockholder of record would otherwise hold a fractional
share, the number of shares to be received by the stockholder will be rounded up
to the next highest number of shares.
Accounting
Matters
The par
value of the shares of our common stock is not changing as a result of the
implementation of the Reverse Stock Split. Our stated capital, which
consists of the par value per share of our common stock multiplied by the
aggregate number of shares of our common stock issued and outstanding, will be
reduced proportionately on the effective date of the Reverse Stock
Split. Correspondingly, our additional paid-in capital, which
consists of the difference between our stated capital and the aggregate amount
paid to us upon the issuance of all currently outstanding shares of our common
stock, will be increased by a number equal to the decrease in stated
capital. Reported net loss per share and book value per share will be
increased, however, as a result of the Reverse Stock Split because there will be
fewer shares of common stock outstanding.
Possible
Disadvantages Of Reverse Stock Split
Even
though the board of directors believes that the potential advantages of the
proposed Reverse Stock Split outweigh any disadvantages that might result, the
following are some of the possible disadvantages of the proposed Reverse Stock
Split:
·
The
reduced number of shares of our common stock resulting from the proposed
Reverse Stock Split could adversely affect the liquidity of our common
stock.
·
The
proposed Reverse Stock Split could result in a significant devaluation of
the Company’s market capitalization and the trading price of our common
stock, on an actual or an as-adjusted basis, based on the experience of
other companies that have effected reverse stock
splits.
·
The
proposed Reverse Stock Split may leave certain of our stockholders with
one or more “odd lots,” which are stock holdings in amounts of less than
100 shares of our common stock. These odd lots may be more
difficult to sell than shares of common stock in even multiples of
100.
·
There
can be no assurance that the market price per new share of our common
stock after the proposed Reverse Stock Split will remain unchanged or
increase in proportion to the reduction in the number of old shares of our
common stock outstanding before the proposed Reverse Stock
Split.
·
The
total market capitalization of our common stock after the proposed Reverse
Stock Split may be lower than the total market capitalization before the
proposed Reverse Stock Split and, in the future, the market price of our
common stock following the Reverse Stock Split may not exceed or remain
higher than the market price prior to the proposed Reverse Stock
Split.
·
While
the board of directors believes that a higher stock price may help
generate investor interest, there can be no assurance that the proposed
Reverse Stock Split will result in a per-share price that will attract
institutional investors or investment funds or that such share price will
satisfy the investing guidelines of institutional investors or investment
funds. As a result, the trading liquidity of our common stock
may not necessarily improve.
If
the proposed Reverse Stock Split is effected and the market price of our
common stock declines, the percentage decline may be greater than would
occur in the absence of the proposed Reverse Stock Split. The
market price of our common stock will, however, also be based on our
performance and other factors, which are unrelated to the number of shares
outstanding.
Certain
U.S. Federal Income Tax Consequences of the Reverse Stock Split
The
following is a summary of certain material U.S. federal income tax consequences
of a reverse stock split and does not purport to be a complete discussion of all
of the possible federal income tax consequences of the proposed Reverse Stock
Split and is included for general information only. Further, it does
not address any state, local or foreign income or other tax
consequences. For example, the state and local tax consequences of
the proposed Reverse Stock Split may vary as to each stockholder, depending upon
the state in which such stockholder resides. This summary does not
address the tax consequences to holders that are subject to special tax rules,
such as banks, insurance companies, regulated investment companies, personal
holding companies, partnerships and other pass-through entities, broker-dealers,
tax-exempt entities, foreign entities and nonresident alien
individuals. Further, it does not address the tax consequences of the
proposed Reverse Stock Split under any state, local or foreign laws, or under
U.S. federal tax law other than income tax law.
This
summary is based on the Internal Revenue Code, of 1986, as amended (the “Code”),
the Treasury Regulations promulgated thereunder, published statements by the
Internal Revenue Service (“IRS”) and other applicable authorities on the date of
this proxy statement, all of which are subject to change, possibly with
retroactive effect. We have not and will not request a ruling from
the IRS as to the U.S. federal income tax consequences of the proposed Reverse
Stock Split. Further, this summary also assumes that the shares of
common stock held immediately prior to the effective time of the Reverse Stock
Split were, and the new shares received will be, held as a “capital asset,” as
defined in the Code (generally, property held for investment).
In
general, the United States federal income tax consequences of the proposed
Reverse Stock Split will vary among stockholders depending upon whether they
receive cash for fractional shares or solely a reduced number of shares of
common stock as a result of the proposed Reverse Stock Split. We
believe that because the proposed Reverse Stock Split is not part of a plan to
increase periodically a stockholder's proportionate interest in our assets or
earnings and profits, the material U.S. federal income tax consequences of the
proposed Reverse Stock Split generally would be as follows:
·
The
Company will not recognize any gain or loss as a result of the proposed
Reverse Stock Split.
·
Except
with respect to cash payments for fractional shares discussed below,
stockholders will not recognize any gain or loss as a result of the
proposed Reverse Stock Split.
·
A
stockholder’s aggregate tax basis in the shares of common stock held
immediately after the Reverse Stock Split (including any fraction of a
share deemed to have been received) will be equal to such stockholder’s
aggregate tax basis in the common stock immediately prior to the Reverse
Stock Split.
·
Each
stockholder’s holding period in the common stock the stockholder holds
immediately after the Reverse Stock Split will include the stockholder’s
holding period in the common stock held immediately prior to the Reverse
Stock Split.
In
general, each stockholder receiving cash in lieu of a fractional share
will be treated as exchanging such fractional share for
cash. Such stockholders will recognize gain or loss with
respect to the fractional share equal to the difference between the amount
of cash received and his, her or its basis in the fractional share given
up. Such gain or loss will generally be long term capital gain
or loss, provided the shares of the common stock were held, or treated as
being held, for more than one year prior to the Reverse Stock
Split.
Our view regarding the tax
consequences of the proposed Reverse Stock Split is not binding on the IRS or
the courts. Each
stockholder is urged to consult his, her or its own tax advisors with respect to
the tax consequences of the proposed Reverse Stock Split.
Dissenters’
Right of Appraisal
Under the
Colorado Business Corporation Act, our stockholders are not entitled to
dissenter’s rights with respect to the proposed Amendment to the Articles to
effect the proposed Reverse Stock Split and we will not independently provide
the stockholders with any such right.
Required
Vote
The
proposal regarding the Reverse Stock Split will be approved if a quorum is
present at the annual meeting and the proposal is approved by the affirmative
vote of at least a majority of a quorum of stockholders present in person or by
proxy at the annual meeting (i.e., if a quorum exists at the annual meeting, the
votes cast favoring the Reverse Stock Split must exceed the votes cast
opposing the Reverse Stock Split).
Our
board of directors deems Proposal No. 2 to be in the best interests of the
Company
and our stockholders and recommends a vote “FOR” the Reverse Stock Split,
and
in connection therewith, the amendment of the Company’s
Articles
of Incorporation toreflect the Reverse Stock Split.
Our board
of directors has appointed STS Partners LLP, Chartered Accountants (“STS
Partners”) as the independent registered public accounting firm to audit our
financial statements for the year ending December 31, 2009 and recommends
that stockholders vote for ratification of such appointment. During
the 2008 fiscal year, STS Partners served as our independent registered public
accounting firm and also provided certain tax and other non-audit
services. Although we are not required to seek stockholder approval
of this appointment, the board of directors believes it to be sound corporate
governance to do so. Notwithstanding the selection by the board of STS Partners,
the board of directors may direct the appointment of a new independent
registered public accounting firm at any time during the year if the board of
directors determines that such a change would be in our best interest and in
that of our stockholders. If the appointment is not ratified, the
board of directors will investigate the reasons for stockholder rejection and
will reconsider the appointment.
Representatives
of STS Partners are not expected to attend the annual meeting.
Principal
Accounting Fees and Services
The
following table is a summary of the fees billed to us by STS Partners for
professional services for the fiscal years ended December 31, 2008 and December31, 2007:
Fiscal
2008
Fees
Fiscal
2007
Fees
Fee
Category
Audit
Fees
$
33,800
$
25,000
Audit-Related
Fees
-
-
Tax
Fees
-
-
All
Other Fees
-
-
Total
Fees
$
33,800
$
25,000
Audit
Fees. Consists of fees billed for professional services
rendered for the audit of our consolidated financial statements and review of
the interim consolidated financial statements included in quarterly reports and
services that are normally provided by our independent registered public
accounting firms in connection with statutory and regulatory filings or
engagements.
Audit-Related
Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of our consolidated financial statements and are not reported under “Audit
Fees.” These services include employee benefit plan audits,
accounting consultations in connection with acquisitions, attest services that
are not required by statute or regulation, and consultations concerning
financial accounting and reporting standards.
Tax
Fees. Consists of fees billed for professional services for
tax compliance, tax advice and tax planning. These services include
assistance regarding federal, state and international tax compliance, tax audit
defense, customs and duties, mergers and acquisitions, and international tax
planning.
All Other
Fees. Consists of fees for products and services other than
the services reported above. In fiscal 2008 and 2007, these services included
administrative services.
Our
practice is to consider and approve in advance all proposed audit and non-audit
services to be provided by our independent registered public accounting
firm.
The audit
report of STS Partners on the financial statements of the Company for the year
ended December 31, 2008 did not contain an adverse opinion or disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles, except that the audit reports on the financial statements
of the Company for the fiscal years ended December 31, 2008 and December 31,2007 contained an uncertainty about the Company’s ability to continue as a going
concern.
During
our fiscal years ended December 31, 2008 and 2007, there were no disagreements
with STS Partners on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to STS Partners’ satisfaction would have caused it to make
reference to the subject matter of such disagreements in connection with its
reports on the financial statements for such periods.
During
our fiscal years ended December 31, 2008 and 2007, there were no reportable
events (as described in Item 304(a)(1)(v) of Regulation S-K).
Vote
Required
If a
quorum is present, the affirmative vote of a majority of the shares present and
entitled to vote at the annual meeting will be required to ratify the
appointment of STS Partners as our independent registered public accounting
firm. Abstentions will have the effect of a vote against this
proposal, and broker non-votes will have no effect on the outcome of the vote
with respect to this proposal.
Our
board of directors unanimously recommends that stockholders vote for the
ratification
of the appointment of STS Partners LLP, chartered accountants
as
the independent registered accounting firm of the Company
The
following table presents information concerning the total compensation of our
Chief Executive Officer and Chief Financial Officer (the “Named Executive
Officers”) for services rendered to the Company in all capacities for the years
ended December 31, 2008 and 2007:
Name (a)
Year
Salary
($)
Bonus
($)
Stock
Awards
($) (1)
Option
Awards
($) (1)
All
Other
Compensation
($)
Total
($)
Douglas
N. Bolen
CEO
and President
2008
2007
89,947
66,000
-
-
26,500
460,000
-
-
-
-
116,447
526,000
Kulwant
Sandher
CFO,
Secretary, Treasurer
2008
2007
89,946
66,000
-
-
21,200
137,500
-
-
-
-
111,146
203,500
____________
(1)
Represents
the expense for stock options, as indicated, recognized by the Company in
accordance with Financial Accounting Standard No. 123(R) (“FAS 123(R)”),
which requires that compensation cost relating to share-based awards be
recognized in the financial statements. The cost is measured
based on the fair value of the awards. The values set forth in
this column represent the dollar amounts recognized in accordance with FAS
123(R), disregarding the estimate of forfeitures for service-based vesting
conditions. The expense recognized by the employer in
accordance with FAS 123(R) may differ from the value that will eventually
be realized by the named executive officers, which will be based on the
market value of the common stock at the time of vesting of restricted
shares or at the time of the exercise of stock options. The
Named Executive Officers will realize value in connection with the stock
options only if and to the extent the price of the common stock exceeds
the exercise price of the stock options at such time as the officers
exercise the stock options. The assumptions used to determine
the FAS 123(R) values are described in Note 2 to the Notes to
the Consolidated Financial Statements of Delta Oil & Gas,
Inc. No stock options were granted to Named Executive Officers
in 2008.
Compensation
Components.
Base
Salary. At this time, we compensate our executive officers by
the indirect payment of salaries to companies controlled by our executive
officers.
We did
not directly compensate Mr. Douglas Bolen, our Chief Executive Officer, or Mr.
Kulwant Sandher, our Chief Financial Officer, during the fiscal years ended
December 31, 2008 and 2007. Mr. Bolen and Mr. Sandher each
received remuneration for services rendered during the fiscal years ended
December 31, 2008 and 2007 indirectly through compensation paid to a company
under their exclusive control.
On March1, 2006, we entered into a Consulting Agreement with Last Mountain Management,
Inc. (“LMM”) to provide consulting services to us. Mr. Bolen is the
sole stockholder, officer, and director of LMM. The Consulting
Agreement is effective for a period of one (1) year commencing March 1, 2006 and
we have a right to cancellation anytime within any six month
term. Under the terms of the Consulting Agreement, LMM is paid
monthly compensation of $7,000 Canadian dollars, plus applicable Canadian Good
and Services Tax. The total cash compensation paid to LMM during the
fiscal year ended December 31, 2008 was $89,947. This compensation is
included in the summary compensation table above in “Salary.” Under
the terms of the Consulting Agreement, LMM was issued 500,000 shares of our
common stock during the year ended December 31, 2008. The aggregate
fair value of these shares was computed in accordance with FAS 123R and is
reported in the summary compensation table above in the column titled “Stock
Awards.”
On
January 1, 2008, we entered into a Consulting Agreement with Hurricane Corporate
Services Ltd. (“Hurricane”) to provide consulting services to us. Mr.
Sandher is the sole stockholder, officer, and director of
Hurricane. The Consulting Agreement is effective for a period of one
(1) year and automatically renews for additional one year periods unless notice
of termination is provided under the Consulting Agreement. Under the
terms of the Consulting Agreement, Hurricane is paid monthly compensation of
$7,000, plus applicable Canadian Good and Services Tax and issue 400,000
shares of our common stock for each annual period that this Consulting Agreement
is in good standing. The total cash compensation paid to Hurricane
during the fiscal year ended December 31, 2008 was $89,946. This
compensation is included in the summary compensation table above in
“Salary.” Under the terms of the Consulting Agreement, Hurricane was
issued 400,000 shares of our common stock during the year ended December 31,2008. The aggregate fair value of these shares was computed in
accordance with FAS 123R and is reported in the summary compensation table above
in the column titled “Stock Awards.”
Bonuses. At
this time, we do not compensate our executive officers by the payment of bonus
compensation.
Stock
Options. Stock option awards are determined by the board of
directors based on numerous factors, some of which include responsibilities
incumbent with the role of each executive to the Company and tenure with the
Company. We did not grant any stock options to our executive officers
during 2008.
At no
time during the last fiscal year was any outstanding option repriced or
otherwise modified. There was no tandem feature, reload feature, or
tax-reimbursement feature associated with any of the stock options we granted to
our executive officers or otherwise.
Other. At
this time, we have no profit sharing plan in place.
Outstanding
Equity Awards at Fiscal Year-End
Option
Awards
Name
(a)
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)
Equity Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#) (d)
Option
Exercise
Price
($)
(e)
Option
Expiration
Date
(f)
Douglas
N. Bolen
CEO
and President
-
-
-
-
-
Kulwant
Sandher
CFO,
Secretary, Treasurer
-
-
-
-
-
Stock
Option Plans
On
January 3, 2005, our board of directors adopted the 2005 Stock Incentive Plan
(the “Stock Incentive Plan”). The Stock Incentive Plan authorizes us
to reserve shares for future grants under it, of which 5,249,512 shares remain
available for issuance.
The Stock
Incentive Plan authorizes us to grant (i) to the key employees incentive
stock options to purchase shares of common stock and non-qualified stock options
to purchase shares of common stock and restricted stock awards, and (ii) to
non-employee directors and consultants’ non-qualified stock options and
restricted stock. The Plan Administrator will administer the Stock
Incentive Plan by making recommendations to the board or determinations
regarding the persons to whom options or restricted stock should be granted and
the amount, terms, conditions and restrictions of the awards.
Incentive
stock options granted under the Stock Incentive Plan must have an exercise price
at least equal to 100% of the fair market value of the common stock as of the
date of grant. Incentive stock options granted to any person who
owns, immediately after the grant, stock possessing more than 10% of the
combined voting power of all classes of our stock, or of any parent or
subsidiary corporation, must have an exercise price at least equal to 110% of
the fair market value of the common stock on the date of
grant. Non-statutory stock options may have exercise prices as
determined by the Plan Administrator.
The Plan
Administrator is also authorized to grant restricted stock awards under the
Stock Incentive Plan. A restricted stock award is a grant of shares
of the common stock that is subject to restrictions on transferability, risk of
forfeiture and other restrictions and that may be forfeited in the event of
certain terminations of employment or service prior to the end of a restricted
period specified by the Plan Administrator.
Compensation
of Directors
Our
executive officers who also serve as members of our board of directors do not
receive any compensation for serving on the board of directors. In
2008, our board of directors was comprised of Mr. Douglas Bolen and Mr.
Kulwant Sandher, each of whom also serve as executive officers. The
compensation arrangements for Messrs. Bolen and Sandher is discussed under
“Executive Compensation” in this annual report.
Equity
Compensation Plan Information
The
following table provides information about our compensation plans under which
shares of common stock may be issued upon the exercise of options as of December31, 2008.
On
January 3, 2005, we adopted the Stock Incentive Plan, which provides for the
grant of stock options to our employees, officers, directors and
consultants. We registered the shares of our common stock issuable
under the Stock Incentive Plan and reserved these shares for the granting of
options and rights.
The
following table sets forth, as of July 10, 2009, the number and percentage of
outstanding shares of common stock beneficially owned by (a) each person
known by us to beneficially own more than five percent of such stock,
(b) each director of the Company, (c) each named officer of the
Company, and (d) all our directors and executive officers as a
group. We have no other class of capital stock
outstanding.
Amount and Nature of Beneficial
Ownership
Name
and Address of Beneficial Owner (1)
Shares
Owned (2)
Options
Exercisable
Within 60 Days (3)
Percent
of Class
Directors and Executive
Officers:
Douglas
N. Bolen
1,930,000
-
2.8
%
Kulwant
Sandher
1,170,877
-
1.7
%
Christopher
Paton-Gay
719,668
500,000
1.1
%
All
current directors and executive officers as a
group
(three persons)
3,820,545
500,000
5.6
%
More
Than 5% Beneficial Owners:
Gerald
W. Williams
9,999,990
-
14.8
%
________
*
Represents
less than 1% of the class.
(1)
Unless
otherwise provided, the address of each person is c/o Suite 604 - 700 West
Pender Street, Vancouver, British Columbia, Canada V6C
1G8.
(2)
Except
as otherwise indicated, all shares shown in the table are owned with sole
voting and investment power.
(3)
This
column represents shares not included in “Shares Owned” that may be
acquired by the exercise of options within sixty days of July 10,2009.
The above
beneficial ownership information is based on information furnished by the
specified persons and is determined in accordance with Rule 13d-3 under the
Exchange Act, as required for purposes of this proxy statement; accordingly, it
includes shares of our common stock that are issuable upon the exercise of stock
options exercisable within sixty days of July 10, 2009. Such
information is not necessarily to be construed as an admission of beneficial
ownership for other purposes.
Certain
Relationships and Related Person Transactions
Except as
set forth herein, none of our directors or executive officers, nor any proposed
nominee for election as a director, nor any person who beneficially owns,
directly or indirectly, shares carrying more than 5% of the voting rights
attached to all of our outstanding shares, nor any members of the immediate
family (including spouse, parents, children, siblings, and in-laws) of any of
the foregoing persons has any material interest, direct or indirect, in any
transaction since the beginning of our fiscal year on January 1, 2008 or in any
presently proposed transaction which, in either case, has or will materially
affect us.
On March1, 2006, we entered into a Consulting Agreement with Last Mountain Management,
Inc. (“LMM”) to provide consulting services to us. Mr. Bolen is the
sole stockholder, officer, and director of LMM. The Consulting
Agreement is effective for a period of one (1) year commencing March 1, 2006 and
automatically renews for additional one month periods unless notice of
termination is provided under the Consulting Agreement. Under the
terms of the Consulting Agreement, LMM is paid monthly compensation of $5,000,
plus applicable Canadian Good and Services Tax. Following the execution of the
Consulting Agreement, LMM has been issued 1,000,000 shares of our common
stock.
On
January 1, 2008, we entered into a Consulting Agreement with Hurricane Corporate
Services Ltd. (“Hurricane”) to provide consulting services to us. Mr.
Sandher is the sole stockholder, officer, and director of
Hurricane. The Consulting Agreement is effective for a period of one
(1) year and automatically renews for additional one year periods unless notice
of termination is provided under the Consulting Agreement. Under the
terms of the Consulting Agreement, Hurricane is paid monthly compensation of
$7,000, plus applicable Canadian Good and Services Tax plus issued 400,000
shares of our common stock for each annual period that this Consulting Agreement
is in good standing.
Section 16(a)
of the Securities Act of 1934, as amended, requires our executive officers and
directors, and persons who own more than ten percent (10%) of our common
stock, to file with the Securities and Exchange Commission reports of ownership
of, and transactions in, our securities and to provide us with copies of those
filings. To our knowledge, based solely on our review of the copies
of such forms received by us, or written representations from certain reporting
persons, we believe that during the year ended December 31, 2008, all
filing requirements applicable to our officers, directors and greater than ten
percent beneficial owners were complied with, with the following
exceptions: Messrs. Bolen and Sandher each failed to file a Form 4 in
a timely fashion during fiscal year 2008.
The board
of directors is not aware of any other matters to be presented for action at the
annual meeting. However, if any other matter is properly presented at the
annual meeting, it is the intention of the persons named in the enclosed proxy
to vote the shares they represent as the board of directors may
recommend.
In order
for a stockholder to nominate directors at an annual meeting or to propose
business to be brought before an annual meeting, the stockholder must give
timely, written notice to the Secretary of the Company and such notice must be
received at the principal executive offices of the Company not less than 120
days before the date of its release of the proxy statement to stockholders in
connection with its previous year’s annual meeting of
stockholders. Such stockholder’s notice shall include, with respect
to each matter that the stockholder proposes to bring before the annual meeting,
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, and
with respect to each person whom the stockholder proposes to nominate for
election as a director, all information relating to such person, including such
person’s written consent to being named in the proxy statement as a nominee and
to serving as a director, that is required under the Securities Exchange Act of
1934, as amended. In addition, the stockholder must include in such
notice the name and address, as they appear on the Company’s records, of the
stockholder proposing such business or nominating such persons, and the name and
address of the beneficial owner, if any, on whose behalf the proposal or
nomination is made, the class and number of shares of capital stock of the
Company that are owned beneficially and of record by such stockholder of record
and by the beneficial owner, if any, on whose behalf the proposal or nomination
is made, and any material interest or relationship that such stockholder of
record and/or the beneficial owner, if any, on whose behalf the proposal or
nomination is made may respectively have in such business or with such
nominee. At the request of the board of directors, any person
nominated for election as a director shall furnish to the Secretary of the
Company the information required to be set forth in a stockholder’s notice of
nomination which pertains to the nominee.
Future
Proposals of Stockholders
The
deadline for stockholders to submit proposals to be considered for inclusion in
the proxy statement for the next annual meeting of stockholders is May 15,2010.
Pursuant
to the provisions of the Colorado Business Corporation Act, Delta Oil & Gas,
Inc. hereby adopts the following Articles of Amendment to its Articles of
Incorporation:
FIRST: The
name of the corporation is Delta Oil & Gas, Inc.
SECOND: The
following paragraph shall be inserted immediately following the paragraph (d) of
Article 4 of the Articles of Incorporation of Delta Oil & Gas,
Inc.:
(e) Upon
the filing of these Articles of Amendment to the Articles of Incorporation, each
five (5) issued and outstanding shares of common stock at such time shall be
automatically reclassified and changed into one (1) share of common stock,
without any action by the holder thereof; provided, however, that fractional
shares shall be rounded up to the nearest whole share. These Articles of
Amendment to the Articles of Incorporation will not affect the number or the par
value of authorized shares.
THIRD:
The foregoing amendment to the Articles of Incorporation of Delta Oil & Gas,
Inc. was adopted on ____________, 2009, as prescribed by the Colorado Business
Corporation Act, by a vote of the stockholders of the
corporation. The number of shares voted for the amendment was
sufficient for approval.
The
undersigned hereby appoints Douglas N. Bolen and Kulwant Sandher, and each of
them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of Delta Oil & Gas, Inc., a
Colorado corporation (the “Company”) which the undersigned may be entitled to
vote at the Annual Meeting of Stockholders of the Company to be held at the
offices of Quarles & Brady, 411 E. Wisconsin Avenue, Milwaukee, Wisconsin,
53202-4497, Friday September 25, 2009, at 10:00 a.m. local time, and at any
and all adjournments or postponements thereof, with all powers that the
undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the meeting.
The shares represented by this proxy
card will be voted as directed or, if this card contains no specific voting
instructions, these shares will be voted in accordance with the recommendations
of the board of directors.
YOUR VOTE
IS IMPORTANT. You are urged to complete, sign, date and promptly return
the accompanying proxy in the enclosed envelope or vote by
internet.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be held September 25, 2009. This Proxy Statement and our
2008 Annual Report on Form 10-K Report to Stockholders are available at
http://cstproxy.com/deltaoilandgas/2009.
Your
Internet vote authorizes the Named Proxies to vote your shares in the same
manner as if you
marked,
signed and returned your proxy card.
There
are two ways to vote your Proxy.
VOTE BY MAIL: Mark,
sign and date your proxy card and return it in the postage paid envelope we have
provided or return it
to: [_____________________________________].
VOTE BY INTERNET: Go online at
[_____________________________________] and cast your ballot electronically, in
accordance with the following instructions.
Your
Proxy ID is:
Your
Authorization Code is:
Instructions
for voting electronically:
1.
Go
to
[_____________________________________]
2.
Enter
your Proxy ID and Authorization
Code
3.
Press
Continue
4.
Make
your selections
5.
Press
Vote
Now
If
you vote by Internet, please do not mail your Proxy Card
Please
detach here
TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE “FOR” ALL PROPOSALS:
1.
To
elect Douglas N. Bolen, Kulwant Sandher and Christopher Paton-Gay to
the Company’s board of directors.
INSTRUCTION: To
withhold authority to vote for any individual nominee, strike a line
through, or otherwise strike, that nominee's name in the list
below.
FOR
WITHHOLD
Douglas
N. Bolen
¨
¨
Kulwant
Sandher
¨
¨
Christopher
Paton-Gay
¨
¨
2.
To
approve a reverse stock split of the Company’s issued and outstanding
common stock and an amendment of the Articles of
Incorporation.
o FOR o AGAINST o ABSTAIN
3.
To
ratify the appointment of STS Partners LLP, Chartered Accountants as the
Company’s independent registered public accounting
firm.
o FOR o AGAINST o ABSTAIN
Please
sign below, exactly as name or names appear on this proxy. If the stock is
registered in the names of two or more persons (Joint Holders), each should
sign. When signing as attorney, executor, administrator, trustee, custodian,
guardian or corporate officer, give printed name and full title. If more than
one trustee, all should sign.
__________________________________
_________
Stockholder
Signature
Date
__________________________________
_________
Joint
Holder Signature (if applicable)
Date
- 2 -
Dates Referenced Herein and Documents Incorporated by Reference
