SENTRY PETROLEUM LTD.
999 18th Street
Suite 3000
Denver CO 80202
Date:_____________, 2010
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD FEBRUARY 5, 2010
NO PERSONS
HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION WITH THE
SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SENTRY PETROLEUM
LTD. ASSOCIATES OR ANY OTHER PERSON.
THE ANNUAL MEETING
GENERAL
This Proxy
Statement, which was first mailed to shareholders on or about [Date] , is
furnished in connection with the solicitation of proxies by the Board of
Directors of Sentry Petroleum Ltd. (the “Company”), to be voted at the annual
meeting of the shareholders of the Company (the “Annual Meeting”), which will
be held at 10:00 a.m. on February 5, 2010 , at 38 Milson Street, South
Perth, WA 6151 Australia for the purposes set forth in the accompanying Notice
of Annual Meeting of Shareholders. Shareholders who execute proxies retain the
right to revoke them at any time prior to the exercise of the powers conferred
thereby, by delivering a signed statement to the Secretary of the Company at or
prior to the annual meeting or by executing another proxy dated as of a later
date. The cost of solicitation of proxies is to be born by the Company.
RECORD DATE AND
SHARES ENTITLED TO VOTE
The close of
business on December 31, 2009 has been fixed as the record date (the
“Record Date”) for the determination of the stockholders entitled to notice of
and to vote at the Annual Meeting. Only holders of record as of the Record Date
of shares of our common stock, $0.0001 par value per share (“Common Stock”) are
entitled to notice of and to vote at the Annual Meeting. Each share of Common
Stock entitles the holder thereof to one vote per share on each matter
presented to the stockholders for approval at the Annual Meeting. On December
31, 2009 , there were an aggregate of 46,325,600 shares of Common Stock
outstanding and entitled to vote, held by approximately 1,200 shareholders.
PROXY SOLICITATION
In addition to
the solicitation of proxies by the board of directors through use of the mails,
proxies may also be solicited by the Company and its directors, officers and
employees (who will receive no additional compensation therefore) by telephone,
telegram, facsimile transmission or other electronic communication, and/or by
personal interview. The Company will reimburse banks, brokerage houses,
custodians and other fiduciaries that hold shares of common stock in their name
or custody, or in the name of nominees for others, for their out-of-pocket
expenses incurred in forwarding copies of the proxy materials to those persons
for whom they hold such shares. The Company will bear the costs of the annual
meeting and of soliciting proxies therefore, including the cost of printing and
mailing this proxy statement and related materials. The Company has spent
approximately $5,000 in legal and other expenses in the preparation of this
proxy statement and other expenses connected with the solicitation of security
holders. It is anticipated that the Company will spend an additional $1,000 in
solicitation of security holders before the meeting is held.
Any questions
or requests for assistance regarding the Company’s proxies and related
materials may be directed in writing to the Chief Executive Officer, Raj
Rajeswaran, 999 18th Street Suite 3000 Denver CO 80202.
VOTES REQUIRED
Nominees for
director that are elected are those receiving the largest numbers of votes cast
by the shares entitled to vote in the election, either present in person or
represented by proxy at the meeting, up to the number of directors to be
elected by such shares.
Votes may be cast in favor of the election of directors or withheld. Votes that
are withheld will be counted for the purposes of determining the presence or
absence of a quorum but will have no other effect on the election of directors.
3
Stockholders
may vote in favor of or against any of these proposals, or they may abstain.
Abstentions will be counted for purposes of determining the presence or absence
of a quorum and will have the same effect as a vote against the proposals
listed in this paragraph.
Shares held in
“street name” by brokers or nominees who indicate on their proxies that they do
not have discretionary authority to vote such shares as to a particular matter
will not be voted in favor of such matter and will not be counted as shares
voting on such matter. Accordingly, broker non-votes, if any, will be counted
for the purposes of determining the presence or absence of a quorum, but will
have no effect on the election of directors or the approval of the other
matters voted upon at the Meeting.
VOTING OF PROXIES
All Proxies
will be voted in accordance with the instructions of the stockholder. If no
choice is specified, the Proxies will be voted FOR the election of all the
nominees to serve as our directors and FOR the approval of all of the other
proposals set forth in the accompanying Notice of Meeting and on the proxy
card. In the discretion of the Proxy holders, the Proxies will also be voted
for or against such other matters as may properly come before the Annual Meeting.
Management is not aware of any other matters to be presented for action at the
Annual Meeting.
Execution of a
Proxy by a stockholder will not affect such stockholder’s right to attend the
Annual Meeting and to vote in person. Any stockholder who executes a Proxy has
a right to revoke it at any time before it is voted by: (a) advising the
Company in writing of such revocation; (b) executing a later-dated Proxy which
is presented to us at or prior to the Annual Meeting; or (c) appearing at the
Annual Meeting and voting in person. Attendance at the Meeting will not itself
be deemed to revoke a Proxy unless the stockholder gives affirmative notice at
the Meeting that the stockholder intends to revoke the proxy and vote in
person.
DISSENTERS’ RIGHT OF
APPRAISAL
There are no
rights of appraisal or similar rights of dissenters with respect to any of the
scheduled matters to be acted upon at the Annual Meeting.
QUORUM
The presence,
in person or by proxy duly authorized, of five per cent of all the shares
outstanding, represented by shareholders of record, will constitute a quorum of
that voting group for action on that matter. Shares of Common stock present in
person or represented by proxy (including shares which abstain or do not vote
with respect to one or more of the matters presented for stockholder approval)
will be counted for purposes of determining whether a quorum exists at the
Annual Meeting.
STOCKHOLDER
PROPOSALS
No proposals
have been received from any shareholder to be considered at the Annual Meeting
The deadline
for submittals of shareholder proposals for the next regularly scheduled annual
meeting will be not less than 120 calendar days before the date of the
company’s proxy statement released to shareholders in connection with the
previous year’s annual meeting. A shareholder proposal submitted outside the
processes of SEC Regulation Section 240.14a-8 will be considered untimely if
received at the principal offices of the Company on or after 45 days prior to
the Company’s release of its proxy statement to shareholders.
The Board of
Directors will consider security holder nominations for director. Nominations
for director submitted to the Committee by security holders will be evaluated
according to the Company’s overall needs and the nominee’s knowledge,
experience and background. A nominating security holder must give appropriate
notice to the Company of the nomination not less than 120 days prior to the
first anniversary of the preceding year’s annual meeting. In the event that the
date of the annual meeting is advanced by more than 30 days, the notice by the
security holder must be delivered not later than the close of business on the
later of the 45
th
day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such annual
meeting is first made.
The
stockholder’s notice shall include all information required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A
under the Securities Exchange Act, and the rules thereunder, as well as, the
name of the stockholder, their address of record, the class and number of
shares of the Company beneficially held by the
stockholder, a
description of all arrangements or understandings between the stockholder and
each proposed nominee and any other persons pursuant to which nomination(s) are
to be made by such stockholder, a representation that such stockholder intends
to appear in person or by proxy at the meeting to nominate the person(s) named
in its notice and a written consent of the proposed nominee(s) to be named as a
director.
4
PROPOSAL 1.
INCREASE IN AUTHORIZED COMMON STOCK
The Board of Directors expects that the company may need to raise
significant additional funds in order to advance the Company’s oil and gas
tenements in Australia. At this time the Company has no plans, proposals or
arrangements for such financings.
The terms of
the additional shares of Common Stock will be identical to those of the
currently outstanding shares of Common Stock. However, because holders of
Common Stock have no preemptive rights to purchase or subscribe for any
unissued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current shareholders’ percentage ownership interest in
the total outstanding shares of Common Stock. This Amendment to the Articles of
Incorporation, as amended, and the creation of additional shares of authorized
Common Stock will not alter the current number of issued shares. The relative
rights and limitations of the shares of Common Stock will remain unchanged
under this Amendment to the Articles of Incorporation, as amended.
As of the
Record Date, a total of 46,325,600 shares of the Company’s currently authorized
one hundred million (100,000,000) shares of Common Stock are issued and
outstanding. The increase in the number of authorized but unissued shares of
Common Stock would enable the Company, without further shareholder approval, to
issue shares from time to time as may be required for proper business purposes,
such as raising additional capital for ongoing operations, business and asset
acquisitions, stock splits and dividends, present and future employee benefit
programs and other corporate purposes.
The proposed
increase in the authorized number of shares of Common Stock could have a number
of effects on the Company’s shareholders depending upon the exact nature and
circumstances of any actual issuances of authorized but unissued shares. The
increase could have an anti-takeover effect, in that additional shares could be
issued (within the limits imposed by applicable law) in one or more
transactions that could make a change in control or takeover of the Company
more difficult. For example, additional shares could be issued by the Company
so as to dilute the stock ownership or voting rights of persons seeking to
obtain control of the Company, even if the persons seeking to obtain control of
the Company offer an above-market premium that is favored by a majority of the
independent shareholders. Similarly, the issuance of additional shares to
certain persons allied with the Company’s management could have the effect of
making it more difficult to remove the Company’s current management by diluting
the stock ownership or voting rights of persons seeking to cause such removal.
The Company does not have any other provisions in its Articles of
Incorporation, as amended, by-laws, employment agreements, credit agreements or
any other documents that have material anti-takeover consequences.
Additionally, the Company has no plans or proposals to adopt other provisions
or enter into other arrangements, except as disclosed below, that may have
material anti-takeover consequences. The board of directors is not aware of any
attempt, or contemplated attempt, to acquire control of the Company, and this
proposal is not being presented with the intent that it be utilized as a type
of anti- takeover device.
Recommendation
THE BOARD
RECOMMENDS A VOTE FOR THE INCREASE IN AUTHORIZED CAPITAL OF THE COMPANY.
PROPOSAL 2
ELECTION OF DIRECTOR
Four Directors
will be elected at the Annual Meeting, to hold office for one year until the
next annual meeting of shareholders, and until that person’s successor is
elected and qualified. It is intended that the accompanying proxy will be voted
in favor of the following person to serve as director unless the shareholder
indicates to the contrary on the proxy. Management expects that the nominee
will be available for election, but if not, it is intended that such proxy will
be voted for the election of other nominees to be designated by the Board of
Directors to fill any such vacancy.
5
Nominees
|
|
|
|
Name
|
Age
|
|
Dr. Raj Rajeswaran
|
60
|
|
Alan Hart
|
58
|
|
Dr. John Kaldi
|
58
|
|
Arne Raabe
|
40
|
Dr. Raj Rajeswaran
Dr. Raj
Rajeswaran, President and Chief Executive Officer has been a Director of Sentry
Petroleum Ltd. since March 4, 2008 and was appointed President on May 28
th
,
2008 and Chief Executive Officer on August 1
st
, 2008. Dr. Rajeswaran
was awarded a Ph.D. in Petroleum Engineering from Heriot-Watt University in
Edinburgh Scotland and a Masters in Business Administration from Hull
University in the United Kingdom. Since September 2004 Dr. Rajeswaran has been
employed by Bank of Scotland International as their Technical Director for
Australia and Asia, Corporate Project Finance Division. Since April 2003 Dr.
Rajeswaran has also been employed by Curtin University of Technology in Perth,
Australia as a Professor of Petroleum Engineering and Director of Postgraduate
Studies and Industry Training. Dr. Rajeswaran was solely responsible for
establishing the Master of Petroleum Well Engineering. From June 1999 to April
2003 Dr. Rajeswaran held the position of Professor and Head of Department of
Petroleum Engineering and Director of West Australian Petroleum Research Centre.
He set up the department of petroleum engineering and introduced the master’s
program in petroleum engineering. In 2001, the newly created professional
doctorate program commenced. Dr. Rajeswaran is not a director of any other
reporting companies.
Alan Hart
Mr. Alan Hart
is our founder and has been a director of the board of directors since our
inception on February 23, 2006. Mr. Hart obtained his Master’s Degree in
Geology from the University of Texas at Arlington in 1979 and has worked in
various capacities within the oil and gas industry since his graduation. He has
worked both domestically and internationally with such firms as Hunt Oil,
Atlantic Richfield and Arco in North and West Africa, Central America,
Southeast Asia, Australia and New Zealand. In 1996 he established Golden Downs
Consulting to assist petroleum companies developing exploration properties in
the Australasian region. From May 2001 to June 2002, Mr. Hart was managing
Director of Golden Downs Consulting providing project management services to
companies operating in Austral Asia. These projects included completion of a
two-year basin and hydrocarbon system analysis of the Northern Taranaki Basin,
New Zealand, for Houston based EEX Corporation. From July 2002 until his
resignation in June 2005 Mr. Hart was the Chief Executive Officer, President
and a Director of TAG Oil Ltd (OTCBB: TAGOF) (TSX:TAO), a Canadian incorporated
company operating in New Zealand. In this capacity he reviewed farmin
opportunities worldwide and attended all operating and technical committee
meetings associated with these permits and reviewed the geological and economic
parameters of each well. In June 2005 he resigned as officer and director of
TAG Oil and resumed his post as managing Director of Golden Downs Consulting.
In July 2005 he provide consulting services to L&M Mining, a privately held
New Zealand based gold and coal mining company to expand their activities into
the petroleum sector. Under Mr. Hart’s direction, L&M Mining successfully
applied for and were awarded three exploration permits on the South Island, New
Zealand. Mr. Hart was responsible for overseeing the permit application
process, work obligation program, initial fieldwork, and seismic requisition
planning. In October 2005, Mr. Hart was contracted by SCA, a Houston based
geological consulting firm, to complete a project in Mumbai, India for Reliance
Industries. The project included a sequence stratigraphic study over two of
Reliance’s offshore permits and provided the company with three previously
unknown prospects. In early 2006, Mr. Hart acted as an expert witness in a High
Court case involving Crown Minerals, New Zealand and Bounty Oil & Gas NL.
His three week testimony concluded in late April 2006. Mr. Hart is currently
managing Director of Golden Downs Consulting in addition to his position with
Sentry Petroleum. Mr. Hart is a member of the American Association of Petroleum
Geologists, Geological Association of America, the Indonesian Petroleum
Association and a published author, most recently his article in the Oil and
Gas Journal on exploration opportunities in Austral Asia.
Arne Raabe
Arne Raabe was
appointed Chief Financial Officer on February 26, 2009 and has been a member of
the Board of Directors since December 29, 2008. He holds a B.A. in Finance and
a Masters in Economics. Mr. Raabe brings a wealth of experience in corporate
finance and SEC compliance to Sentry Petroleum and his key competencies lie in
his understanding of the complex environment in which international oil companies
operate. In December of 2004 he held the position of interim Director for
American Media Systems Co. assisting in the start up of the company. Mr. Raabe
resigned as a director for American Media Systems Co. on December 31, 2004 and
consented to act as director and officer of Raphael Industries Ltd., a company
in the database management industry, in October of 2005. On December 5th, 2005
he was appointed director and Officer and on June 29, 2006 he consented to act
as interim President of Gondwana Energy Ltd. On October 22, 2006 Mr. Raabe
resigned from his positions with Gondwana Energy Ltd.
6
Dr. John Kaldi
Dr. John Kaldi
has been a Director of Sentry Petroleum Ltd since April 23, 2008. Dr. Kaldi
obtained his Ph.D. in geology from Cambridge University, England, and has 28
years experience in the petroleum industry with such organizations as Shell,
Arco and Vico. Dr. Kaldi has also served as Director of the Australian National
Centre for Petroleum Geology and Geophysics, as Head of the Australian School of
Petroleum, University of Adelaide and is currently Chief Scientist of the
Australian Cooperative Research Centre for Greenhouse Gas Technologies and
holder of the Australian Chair of Geosequestration. Since July of 2005, Dr.
Kaldi has held the position of Director or research, Storage and Education and
Training Programs, Australian Cooperative Research Centre for Greenhouse Gas
Technologies (CO2CRC). Responsibilities include supervision of 25+ researchers
in multi-disciplinary, multi-institutional, multi-locational research program
to determine feasibility and potential sites for geosequestration of CO2. From
2003 - 2005 Dr Kaldi was Head of School, Australian School of Petroleum (ASP),
University of Adelaide. Responsibilities include management of largest
University petroleum research organisation in Australia, comprising 35
full-time staff and 150+ students in the fields of Petroleum Geoscience,
Engineering and Management; with annual budget of over $6.5 million. Prior to
2003 he was Director, National Centre for Petroleum Geology & Geophysics
(NCPGG), University of Adelaide. 1995-1997 he held the position of Chief
Development Geologist ARCO Bali North, Jakarta, Indonesia. Between 1991-1995 he
worked as Geological specialist for ARCO Indonesia and from 1987 to 1991 he was
senior reservoir geologist with ARCO Oil and Gas Co., Plano, Texas, working on
various teams responsible for production of fields in Alaska, North Sea, and
Indonesia. Dr. Kaldi is not a director of any other reporting companies.
Significant Employees
The Company
does not have full time employees. All Executive Officers and the Secretary are
engaged as consultants.
Family Relationships
There are no
family relationships between or among the directors, executive officers or
persons nominated or chosen by the Company to become directors or executive
officers.
Involvement in Certain Legal Proceedings
To the best
knowledge of the Company, during the past five years, none of the following
occurred with respect to a present or former director or executive officer: (1)
any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; (2) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses); (3) being subject to any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of any
competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Certain Relationships and Related
Transactions
Except as set
forth below, 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 during the last two years or in any presently proposed transaction
which, in either case, has or will materially affect us.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities
Exchange Act of 1934 requires the Company’s directors and executive officers
and persons who beneficially owns more than ten percent of a registered class
of the Company’s equity securities to file with the SEC initial reports of
ownership and reports of change in ownership of common stock and other equity
securities of the Company. Officers, directors and greater than ten percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file. As best the Company was able to
determine, the following persons have failed to file, on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act during fiscal
year ended February 28, 2009:
7
|
|
|
|
|
|
|
|
|
|
|
Number of late reports
|
|
Transactions not timely reported
|
|
Known failures to file a required form
|
|
|
|
|
|
|
|
|
|
Alan Hart
Chief Financial Officer and Director
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
Heather
Grant
Corporate Secretary and 10% holder
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
John Kaldi
Director
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
Raj
Rajeswaran
President, Chief Executive Officer, and Director
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
Iynkaran
Maheswaran
Former Chief Financial Officer and Former Director
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
Arne Raabe
Chief Financial Officer and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger
Davidson
Former Director
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
Audit Committee
The entire
board of directors is acting as our audit committee. We do not have a
separately-designated standing audit committee.
Information Regarding the Board
The Company’s
Board of Directors (the “Board”) has no Committees. The Board met four times
during the last fiscal year. In addition, the Board signed several written
consents to act without meeting as issued were raised during the fiscal year.
The current Board consists of Alan Hart, Dr. Raj Rajeswaran, Arne Raabe, and
Dr. John Kaldi.
Executive Compensation
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock awards
($)
|
|
Option awards
($)
|
|
Non-equity
incentive plan
compensation
($)
|
|
Nonqualified deferred
compensation earnings
($)
|
|
All other
compensation
($)
|
|
Total
($)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
Raj Rajeswaran –President,
CEO & Executive Director
|
|
2009
2008
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
24,503
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
24,503
|
|
Alan Hart – Vice President
of Exploration & Executive Director
|
|
2009
2008
|
|
$
$
|
15,000
10,000
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
9,801
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
24,801
10,000
|
|
Arne Raabe – Chief
Financial Officer & Director
|
|
2009
2008
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
9,801
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
9,801
0
|
|
Sandy Belford - Chief
Geophysicist
|
|
2009
2008
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
6,534
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
6,534
0
|
|
Mike Middleton –
Exploration Manager
|
|
2009
2008
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
6,534
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
6,534
0
|
|
Heather Grant – Secretary
|
|
2009
2008
|
|
$
$
|
5,150
6,030
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
1,634
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
6,784
6,030
|
|
Iynky Maheswaran - Former Chief Financial Officer &
Director (1)
|
|
2009
2008
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
Roger Davidson Former Vice
President of Corporate Affairs and Director (2)
|
|
2009
2008
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
$
$
|
0
0
|
|
|
|
|
|
|
(1)
|
Mr.
Maheswaran resigned as Chief Financial Officer and as a director of the
Company effective February 26, 2009 and was replaced by Mr. Raabe as Chief
Financial Officer of the Company.
|
|
|
|
|
|
|
(2)
|
Mr. Davidson
resigned as Vice President of Corporate Affairs and Director on December 29,
2008.
|
8
Indemnification
Pursuant to
the articles of incorporation and bylaws of the corporation, we may indemnify
an officer or director who is made a party to any proceeding, including a
lawsuit, because of his position, if he acted in good faith and in a manner he
reasonably believed to be in our best interest. In certain cases, we may
advance expenses incurred in defending any such proceeding. To the extent that
the officer or director is successful on the merits in any such proceeding as
to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney’s fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably
incurred in defending the proceeding, and if the officer or director is judged
liable, only by a court order. The indemnification is intended to be to the
fullest extent permitted by the laws of the state of Nevada.
Regarding
indemnification for liabilities arising under the Securities Act of 1933 which
may be permitted to directors or officers pursuant to the foregoing provisions,
we are informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy, as expressed in the Act and is,
therefore unenforceable.
Recommendation
THE BOARD
RECOMMENDS A VOTE FOR THE NOMINEES, ALAN HART, DR. RAJ RAJESWARAN, DR. JOHN
KALDI, AND ARNE RAABE. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED AS
RECOMMENDED BY THE BOARD.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security
ownership of certain beneficial owners and management
We are not
directly or indirectly owned or controlled by a corporation or foreign government.
As of December 31 , 2009, we had an authorized share capital of
100,000,000 common shares with a par value of $0.0001 per share of which
46,325,600 shares are issued and outstanding.
The following
table sets forth, as of December 31 , 2009, the beneficial shareholdings
of persons or entities holding five per cent or more of our common stock, each
director individually, each named executive officer and all of our directors
and officers as a group. Each person has sole voting and investment power with
respect to the shares of Common Stock shown, and all ownership is of record and
beneficial.
9
|
|
|
|
|
|
|
|
|
|
|
Title of class
(1)
|
|
Name and address of
beneficial owner
(2)
|
|
|
Amount and nature of
beneficial owner
(3)
|
|
|
Percent of class
(4)
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Heather Grant 1)
999 18
th
Street Suite 3000 Denver CO 80202
|
|
|
10,000,000
|
|
|
21.6%
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Alan Hart
999 18
th
Street Suite 3000 Denver CO 80202
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
John Kaldi
999 18
th
Street Suite 3000 Denver CO 80202
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Arne Raabe 2)
999 18
th
Street Suite 3000 Denver CO
80202
|
|
|
24,600
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Raj Rajeswaran
999 18
th
Street Suite 3000 Denver CO 80202
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
All Officers and Directors as a Group (two persons)
|
|
|
10,024,600
|
|
|
21.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1)
|
Shares owned
through SPM Group Limited. There is an understanding between SPM Group
Limited, Heather Grant and the board of directors that current directors and
officers may participate in the ownership of SPM Group Limited.
|
|
|
|
|
|
|
2)
|
Shares owned
through Aggregated Global Resources, a company wholly owned by the Company’s
CFO.
|
As used in
this table, “beneficial ownership” means the sole or shared power to vote, or to
direct the voting of, a security, or the sole or shared investment power with
respect to a security (i.e., the power to dispose of, or to direct the
disposition of, a security). In addition, for purposes of this table, a person
is deemed, as of any date, to have “beneficial ownership” of any security that
such person has the right to acquire within 60 days after such date.
There are no
limitations on future issuance of our common stock to management, promoters or
their affiliates or associates. We may issue stock to these individuals for
services rendered in lieu of cash payments. An issuance of stock will dilute
your ownership in our company and might result in a reduction of your share
value. We currently have no plans for the issuance of shares to management or
promoters or their affiliates or associates for services rendered.
(c) Changes in
Control of the Registrant
To the
knowledge of management there are no present arrangements or pledges of our
securities that may result in a change of control of our Company.
PROPOSAL 3
APPROVAL OF STOCK OPTION AWARDS
On February
28, 2009 the Board awarded options to certain officers and directors of the
Company. The exercise price of $1.04 was set to the closing stock price on the
date the options were awarded. 925,000 options were awarded contingent on
shareholder approval with a three year vesting period and one third of the
options vesting each year.
The amounts
included in the “Option Awards” column in the Director Summary Compensation
table reflect the dollar amounts recognized for financial statement reporting
purposes for the fiscal year ended February 28, 2009 in accordance with
Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004),
“Share-Based Payment” (SFAS No. 123(R)), excluding forfeitures. The “Stock
Awards” column generally includes amounts from awards granted in. The following
table includes the assumptions used in the calculation of these amounts.
|
|
|
|
|
|
|
|
|
Assumptions
|
|
Grant Date
|
|
Risk-Free Interest
Rate (%)
|
|
Dividend
Yield (%)
|
|
2/28/09
|
|
2.1
|
|
0
|
10
The following
table provides information on the outstanding equity awards for officers and
directors at fiscal year-end.
Outstanding Equity
Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
awards
|
|
Stock
awards
|
|
Name
|
|
Number of
securities underlying unexercised options (#) exercisable
|
|
Number of
securities underlying unexercised options (#) unexercisable
|
|
Equity
incentive plan awards: Number of securities underlying unearned options (#)
|
|
Option
exercise price ($)
|
|
Option
expiration date
|
|
Number of
shares or units of stock that have not vested (#)
|
|
Market
value of shares of stock that have not vested ($)
|
|
Equity
incentive plan awards: Number of unearned shares, units or other rights that
have not vested (#)
|
|
Equity
incentive plan awards: Market or payout value of unearned shares, units or
other rights that have not vested ($)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
Raj Rajeswaran
|
|
375,000
|
|
0
|
|
0
|
|
$
|
1.04
|
|
Feb 29/2012
|
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
Alan Hart
|
|
150,000
|
|
0
|
|
0
|
|
$
|
1.04
|
|
Feb 29/2012
|
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
Arne Raabe
|
|
150,000
|
|
0
|
|
0
|
|
$
|
1.04
|
|
Feb 29/2012
|
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
John Kaldi
|
|
25,000
|
|
0
|
|
0
|
|
$
|
1.04
|
|
Feb 29/2012
|
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
Mike Middleton
|
|
100,000
|
|
0
|
|
0
|
|
$
|
1.04
|
|
Feb 29/2012
|
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
Sandy Belford
|
|
100,000
|
|
0
|
|
0
|
|
$
|
1.04
|
|
Feb 29/2012
|
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
Heather Grant
|
|
25,000
|
|
0
|
|
0
|
|
$
|
1.04
|
|
Feb 29/2012
|
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
Option/SAR Grants
On February
28, 2009 management options were awarded to our Board of Directors and
management team. The fair value of each option grant, as opposed to its
exercise price, is estimated on the date of grant using the Black-Scholes
option-pricing model. Management option expense is recorded in General and
Administrative in the accompanying consolidated statements of income, and was $61,022
for the year ending February 28, 2009.
11
Aggregate Option
Exercises in the Last Fiscal Year and Fiscal Year-End Option Values
No stock
options were exercised by any named executive officer during the 2009 or 2008
fiscal years and there are no stock options available for exercise at February
28, 2009 or at the date of this report.
Long-Term Incentive
Plan Awards
We do not have
any long-term incentive plans that provide compensation intended to serve as
incentive for performance to occur over a period longer than one fiscal year,
whether such performance is measured by reference to our financial performance,
our stock price, or any other measure.
Compensation of
directors.
Our Directors
do not and will not receive a salary or fees for serving as a director, nor do
they receive any compensation for attending meetings of the Board of Directors
or serving on committees of the Board of Directors. They are not entitled to
reimbursement of expenses incurred in attending meetings. There are no
compensation arrangements for employment, termination of employment or
change-in-control between the named Executive Officers and the company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees earned or paid in cash
($)
|
|
Stock awards
($)
|
|
Option awards
($)
|
|
Non-equity
incentive plan
compensation
($)
|
|
Nonqualified deferred
compensation earnings
($)
|
|
All other
compensation
($)
|
|
Total
($)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
|
John Kaldi
|
|
$
|
0
|
|
$
|
0
|
|
$
|
1,634
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
1,634
|
|
Equity
Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
Plan category
|
|
Number of securities to be issued upon
exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of
outstanding options, warrants and rights
|
|
Number of securities remaining available
for future issuance under equity compensation plans (excluding securities
reflected in column (a))
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans approved by security holders
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders
|
|
|
925,000
|
|
$
|
1.04
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
925,000
|
|
$
|
1.04
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
12
The options were awarded to officers and directors as a one-time
transaction and were not part of an ongoing compensation plan.
Recommendation
THE BOARD
RECOMMENDS A VOTE FOR THE APPROVAL OF THE STOCK OPTIONS AWARDED TO OFFICERS AND
DIRECTORS ON FEBRUARY 28, 2009.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate
fees billed by our auditors for professional services rendered in connection
with a review of the financial statements included in our registration
statement on Form SB-2 and the audit of our annual financial statements for the
fiscal years ending February 28, 2009 and year ending February 29, 2008 were
$9,897 and $11,997 respectively.
Audit-Related Fees
Our auditors
did not bill any additional fees for assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements.
Financial Information Systems Design and Implementation Fees
For the most
recent fiscal year, there were no fees billed by the Company’s auditors for:
(a) directly or indirectly operating, or supervising the operation of, the
Company’s information system or managing the Company’s local area network; or
(b) designing or implementing a hardware or software system that aggregates
source data underlying the financial statements or generates information that
is significant to the Company’s financial statements taken as a whole. As there
were no fees billed or expended for the above services, the Company’s board of
directors did not consider whether such expenditures were compatible with
maintaining the auditor’s independence from the Company.
Tax Fees
The aggregate
fees billed by our auditors for professional services for tax compliance, tax
advice, and tax planning were $0 and $0 for the fiscal years ended February 28,
2009 and February 29, 2008.
All Other Fees
The aggregate
fees billed by our auditors for all other non-audit services, such as attending
meetings and other miscellaneous financial consulting, for the fiscal years
ended February 28, 2009 and February 29, 2008.
Forward-Looking Statements
This proxy
statement includes statements that are not historical facts. These statements
are “forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995 and are based, among other things, on the
Company’s current plans and expectations relating to expectations of
anticipated growth in the future and future success under various
circumstances. As such, these forward-looking statements involve uncertainty
and risk.
Other factors
and assumptions not identified above could also cause the actual results to
differ materially from those set forth in any forward-looking statement. The
Company does not undertake any obligation to update the forward-looking
statements contained in this proxy statement to reflect actual results, changes
in assumptions, or changes in other factors affecting these forward-looking
statements.
13
WHERE YOU CAN FIND MORE INFORMATION
The Company is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended. The Company files reports, proxy statements and other
information with the SEC. You may read and copy these reports, proxy statements
and other information at the SEC’s Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet website, located at www.sec.gov, that
contains reports, proxy statements and other information regarding companies
and individuals that file electronically with the SEC.
By Order of the Board of Directors
|
|
|
DR. RAJ
RAJESWARAN
|
|
|
|
Dr. Raj Rajeswaran
|
|
Chief
Executive Officer,
|
|
President
and Director
|
14
SENTRY PETROLEUM LTD.
This Proxy is solicited on Behalf of the
Board of Directors
For The Annual Meeting of Stockholders on February 5, 2010
The
undersigned hereby appoints DR. RAJ RAJESWARAN and ARNE RAABE, and each of them
as proxies, each with full power of substitution and authorizes them to
represent and to vote as designated on the reverse side of this form, all the
shares of Common Stock of Sentry Petroleum Ltd held of record by the
undersigned on December 31, 2009 , at the Annual Meeting of Stockholders
to be held on February 5, 2010 , at 10:00 am local time at 38 Milson
Street, South Perth, 6151 WA Australia, or any adjournment or postponement of
such meeting.
THIS PROXY WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS LISTED HEREIN.
(Continued and to be signed on the reverse
side)
15
ANNUAL MEETING OF STOCKHOLDERS OF
SENTRY PETROLEUM LTD.
FEBRUARY 5, 2010
Please date, sign and mail your
proxy card in the envelope provided as soon as possible
|
|
|
|
|
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS
|
|
A VOTE FOR ALL OF THE PROPOSALS.
|
|
Please Mark Your Vote In Blue Or Black As Shown Here x
|
|
|
1.TO ELECT
FIVE DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL
THEIR RESPECTIVE SUCCESSORS SHALL HAVE BEEN DULY ELECTED AND QUALIFIED:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
DR. RAJ
RAJESWARAN
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ALAN HART
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
DR. JOHN
KALDI
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ARNE RAABE
|
|
|
|
|
|
|
|
2. TO INCREASE
THE AUTHORIZED SHARE CAPITAL TO 200,000,000
FOR AGAINST
3. TO APPROVE
THE ISSUANCE OF 925,000 OPTIONS TO CERTAIN OFFICERS AND DIRECTORS
FOR AGAINST
4. IN THEIR
DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
FOR AGAINST
PLEASE MARK,
SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.
NO POSTAGE NECESSARY IF MAILED WITHIN THE UNITED STATES.
|
|
|
|
|
|
|
|
|
(SIGNATURE)
|
|
(SIGNATURE,
IF HELD JOINTLY)
|
Dated:_____________________,
2010
NOTE:
Please sign exactly as your
name appears hereon and mail it promptly even though you may plan to attend the
meeting. When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in the
partnership name by authorized person.
16
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