Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents
Document/Exhibit Description Pages Size
1: DEFC14A Home Page Score Website Www.Truthaboutaigi.Com 4± 17K
2: EX-2 News Page Score Website Www.Truthaboutaigi.Com 1 9K
3: EX-3 Hot Button Issues Score Website 1 8K
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4: EX-4 Share Register Score Website 2± 10K
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5: EX-5 Management Report Card Score Website 27± 108K
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6: EX-6 Jalal Alghani Page Score Website 7± 27K
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7: EX-7 Investigations Page Score Website 5± 24K
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8: EX-8 Affidavits Page Score Website 1 9K
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9: EX-9 New Board of Directors Score Website 7± 33K
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10: EX-10 New Business Plan Score Website 4± 18K
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11: EX-11 Proxy Page Score Website Www.Truthaboutaigi.Com 1 8K
12: EX-12 Registration Page Score Website 2± 10K
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13: EX-13 Contact Us Score Website Www.Truthaboutaigi.Com 1 7K
EX-10 — New Business Plan Score Website Www.Truthaboutaigi.Com
Business Plan
The SCORE Group has developed a Business Plan to recapitalize and
revitalize the Corporation. The main objective of the Corporation
will continue to be a balanced energy company comprised of
interests in oil and gas exploration and production and electrical
power generation. While the current AIGI management has not
demonstrated the ability to secure a legitimate financial
foundation for the Corporation, the SCORE Group has secured
several commitments for its recapitalization.
Financing
The Corporation currently has negative cash flow and no real
prospects for near term income. The SCORE Group has determined
that a short-term debt instrument would best provide the necessary
capital for investment in those elements of the Business Plan that
can provide near term income. Preliminary discussions have been
held with several energy financing groups regarding use of the
Corporation's interest in the Teawaya Energy Center as collateral
for a short-term loan of up to $5,000,000. Contingent on a
complete "Change of Management", these groups have indicated their
willingness to negotiate a firm commitment.
Due to the uncertainties of the negotiation process, the material
terms of such financing arrangements ultimately might not be
acceptable to the Board of Directors, and therefore, there is risk
that this financing may not be obtained.
Producing Property Acquisition - Gulf of Mexico - Offshore South
Louisiana
Negotiations have been conducted between the SCORE Group and a
privately held company in Houston, Texas that operates a gas-
producing platform in the Gulf of Mexico. Contingent again upon a
complete "Change of Management", preliminary discussions have
focused on strategies utilizing this property to revitalize the
Corporation. Initial discussions have centered on the concept of
AIGI earning an equity interest in the property by providing
capital for drilling. It is anticipated that a portion of the debt
financing discussed above would be utilized to drill and complete
new wells and immediately begin producing those reserves
classified as Proved Developed Producing, ("PDP") and Proved
Undeveloped ("PUD") as defined by independent engineering reports.
Pending the "Change of Management" and once financing is secured,
this project can be underway immediately and drilling would
commence within three months of closing.
Due to the uncertainties of the negotiation process, the final
terms of this project ultimately might not be acceptable to the
Board of Directors, and therefore, there is risk that this project
may not be obtained.
Teawaya Energy Center - Torres Martinez Reservation - California
The Calpine Corporation ("Calpine"), developer of the Teawaya
Energy Center under a site development agreement with AIGI has
announced that the essential elements of the project are now
approved and permitted, however Calpine has placed on hold the
construction of thirty four projects in advanced stages of
development, including the Teawaya project.
Development of these projects will continue until they are ready
for construction, at which point they will be placed on "hot
standby" status pending further review. Calpine has stated
publicly that construction of these projects will proceed when
there is an established market need for additional electricity
generating resources at prices that will allow Calpine to meet its
established investment criteria, including return on equity
capital.
Calpine continues to believe that the long-term need for new power
plants will be significant, particularly as the national economy
recovers and older, less efficient generating assets need to be
replaced. As market conditions improve, Calpine intends to proceed
with construction of its advanced development projects if
economically feasible.
The site development agreement between Calpine and AIGI requires
no capital contribution on behalf of AIGI towards the construction
of the project. At such time as Calpine determines that the
Teawaya Energy Center will be built, the Corporation will receive
a cash bonus of $1,000,000, payable in two installments: $500,000
at the financial closing of the project, and $500,000 upon the
commercial operation date. Once the plant is producing
electricity, the Corporation will receive revenues based on a
sliding scale royalty interest that ranges between 3.0% and 4.0%
of the earnings before interest, taxes, depreciation and
amortization for a period of twenty years. The Teawaya project is
currently designed to produce 600 megawatts daily. The value of
the royalty interest is difficult to calculate due to the
uncertainty of predicting the actual sales price of electricity at
an unknown point in time in the future. In addition to receiving
revenue from the royalty interest, the Corporation has an option
to negotiate a long term Power Purchase Agreement ("PPA") with
Calpine that affords AIGI the opportunity to purchase for resale,
up to 20% of the project's electrical output at a discount to the
prevailing market price. The SCORE Nominees once elected intend to
hire management with demonstrated capabilities in power
development to negotiate and finalize the PPA with Calpine.
While the value of this option can be deemed to be "substantial",
exact figures are difficult to estimate due to the uncertainty of
the final terms of the Power Purchase Agreement that will be
agreed upon with Calpine, and the uncertainty of what the sales
price for electricity will be in the future.
Block 20 - Exploration Project - Republic of Yemen
In April 2000, Adair Yemen, Occidental, Saba and YICOM signed a
Production Sharing Agreement ("PSA") with the Ministry of Oil in
Yemen for exploration rights in Yemen Block 20. Adair Yemen was
named the project Operator by the partners for the project's first
exploration phase. In September 2000, the PSA was ratified by
Yemen's Parliament and was signed into law by the President of
Yemen. At that time, Adair Yemen opened an office in the capital
city of Sana'a, Yemen, and under Mr. Boyce's leadership began to
conduct an aggressive exploration program which included the
reprocessing of 1,500 kilometers of existing 2D seismic data and
the acquisition of 550 square kilometers of new 3D seismic data.
Owing to the fact that a Letter of Credit, required by project
agreements was not posted in a timely fashion by the Corporation
while under the sole financial management of John W. Adair and
Jalal Alghani, the current Directors and Officers of the
Corporation, Adair Yemen suffered financial default on their
previously agreed commitments to the project. As a result, in
April 2001, Adair Yemen was replaced as the project Operator,
sacrificing the Corporation's only cash flow. Further, as a result
of the financial default, the Corporation currently stands to lose
its entire 30% participating interest in the project. This
participating interest is now the subject of a lawsuit filed by
project partners Occidental and Saba which is seeking reassignment
of Adair Yemen's interest in the project to the other two parties
as a result of the Corporation's financial default under terms of
the partnership's operating agreement, the Joint Management
Agreement ("JMA"). As is required by the JMA, this lawsuit was
filed with the International Chamber of Commerce in Paris, France
for settlement by arbitration. In a subsequent legal action, the
AIGI current management filed a counter suit alleging that
Occidental and certain former Adair Exploration employees
including Mr. Richard G. Boyce, acted in a "conspiracy" to cause
the Corporation to lose their participating interest in Yemen
Block 20.
While all matters involving the Yemen Block 20 are currently under
litigation, and for that reason direct communication between all
parties involved is limited due to legal liability, the SCORE
Group believes that reasonable parties participating in any
business venture would prefer to conduct business rather than tie
up their assets and time with lengthy lawsuits. Consequently, the
SCORE Group believes that once AIGI undergoes a complete "Change
of Management" and secures a stronger financial foundation, the
Yemen Block 20 interest can be retained for the benefit of the
Corporation's shareholders, by approaching the Yemen Block 20
partners to consider a negotiated resolution in the best interest
of all involved, wherein all parties agree to drop pending
litigation and move on with exploration drilling.
Due to the uncertainties of the negotiation process, there is no
certainty that these negotiations will be successful or that the
Corporation can retain this interest.
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The SCORE Group Business plan includes certain forward-looking
statements. The forward-looking statements reflect the SCORE
Group's expectations, objectives and goals with respect to future
events and financial performance. They are based on assumptions
and estimates, which they believe are reasonable. However, actual
results could differ materially from anticipated results.
Important factors that may impact actual results include, but are
not limited to commodity prices, political developments, legal
decisions, market and economic conditions, industry competition,
the weather, changes in financial markets and changing legislation
and regulations. The forward-looking statements contained in this
report are intended to qualify for the safe harbor provisions of
Section 21E of the Securities and Exchange Act of 1934, as
amended.
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