SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] 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 S.240.14a-12
CASTLEGUARD ENERGY, 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 Rules 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):
................................................................................
(4) Proposed maximum aggregate value of transaction:
................................................................................
(5) Total fee paid:
................................................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount Previously Paid:
................................................................................
(2) Form, Schedule or Registration Statement No.:
................................................................................
(3) Filing Party:
................................................................................
(4) Date Filed:
................................................................................
CASTLEGUARD ENERGY, INC.
17768 Preston Road
Dallas, Texas 75252
To All Shareholders in
Castleguard Energy, Inc.
The Board of Directors of Castleguard Energy, Inc. (the "Company") is
soliciting your consent on the following matters:
1. An amendment of the Certificate of Incorporation of the
Company to change the name of the Company to "River Oil & Gas
Holdings, Inc." (the "Name Change").
2. An amendment of the Certificate of Incorporation of the
Company to effect a 1-for-50 reverse stock split (the "Reverse
Stock Split") of the Company's Common Stock, $.001 par value
per share ("Common Stock"), in which every fifty shares of
Common Stock outstanding as of the effective date of the
amendment will be converted into one share of Common Stock.
We ask that you return your written consent by December 31, 2005.
Before the Name Change and the Reverse Stock Split can become
effective, the holders of a majority of the Company's outstanding stock must
give their written consent. If your shares are held in street name, your broker
may consent, on your behalf, to the Name Change and the Reverse Stock Split if
you do not direct your broker to refuse to consent. The Board of Directors has
fixed the close of business on November 10, 2005 as the record date for
determining the shareholders entitled to notice of this solicitation and to give
their consent with respect to the Name Change and the Reverse Stock Split.
We intend to file the proper documentation with the Secretary of State
of Florida to effect the Name Change and the Reverse Stock Split when we receive
consents from the holders of a majority of the Company's outstanding common
stock. We expect to make this filing on or before December 31, 2005. However,
the Board of Directors has reserved the right (in its sole discretion) to
abandon the Name Change and the Reverse Stock Split at any time prior to the
filing of the documentation to effect the Name Change and the Reverse Stock
Split. If the Board of Directors decides to abandon the Name Change and the
Reverse Stock Split, the Company will notify you accordingly.
The Board of Directors asks you to consent to the Name Change and the
Reverse Stock Split. The Name Change and the Reverse Stock Split and other
related matters are more fully described in the accompanying Consent
Solicitation Statement, which forms a part of this Notice. We encourage you to
read these materials carefully. In addition, you may obtain information about
the Company from documents that we have filed with the U.S. Securities and
Exchange Commission.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU CONSENT TO THE
NAME CHANGE AND THE REVERSE STOCK SPLIT. PLEASE COMPLETE, SIGN, AND RETURN THE
ACCOMPANYING WRITTEN CONSENT FORM BY DECEMBER 31, 2005.
By Order of the Board of Directors,
Harvey Jury,
President
Dallas, Texas
November _____, 2005
PLEASE DO NOT SEND ANY STOCK CERTIFICATES AT THIS TIME.
CASTLEGUARD ENERGY, INC.
17768 Preston Road
Dallas, Texas 75252
Telephone: (214) 647-2110
CONSENT SOLICITATION STATEMENT
GENERAL
This Consent Solicitation Statement and the enclosed written consent
form are being mailed in connection with the solicitation of written consents by
the Board of Directors of Castleguard Energy, Inc., a Florida corporation (the
"Company"). These materials pertain to the proposed amendments of the Company's
Certificate of Incorporation (a) to change the name of the Company to "River Oil
& Gas Holdings, Inc." (the "Name Change"), and (b) to effect a 1-for-50 reverse
stock split (the "Reverse Stock Split") of the Company's Common Stock, $.001 par
value per share ("Common Stock"), in which every fifty shares of Common Stock
outstanding as of the effective date of the amendment will be converted into one
share of Common Stock. These materials are first being mailed to shareholders of
record beginning on approximately November _____, 2005. Consents are to be
submitted to the Company at the address of the Company stated above by no later
than December 31, 2005.
VOTING RIGHTS AND SOLICITATION
Any shareholder executing a written consent form has the power to
revoke it at any time before December 31, 2005 (or, if earlier, the date on
which at least the minimum number of shares have consented in order to approve
the Name Change and the Reverse Stock Split) by delivering written notice of
such revocation to the Secretary of the Company at the address of the Company
stated above. The cost of soliciting written consents will be paid by the
Company and may include reimbursement paid to brokerage firms and others for
their expense in forwarding solicitation material. Solicitation will be made
primarily through the use of the mail but the officers and directors of the
Company may, without additional remuneration, solicit written consents
personally by telephone or telegram.
The record date for determining those shareholders who are entitled to
give written consents (the "Record Date") has been fixed as November 10, 2005.
At the close of business on the record date, the Company had 17,464,626 issued
and outstanding shares of Common Stock. Each share of Common Stock is entitled
to one vote on the Name Change and the Reverse Stock Split.
Each of the Name Change and the Reverse Stock Split requires the
affirmative vote of a majority of the outstanding shares of Common Stock. With
regard to the vote on the Name Change and the Reverse Stock Split, abstentions
(including failures to return written consent forms) and broker non-votes have
the same effect as negative votes. Brokers may return a written consent form for
shares held in street name in favor of the Name Change and the Reverse Stock
Split absent contrary instructions from the beneficial owner of such shares.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS IS A REQUEST FOR SHAREHOLDER APPROVAL BY WRITTEN CONSENT. YOU ARE REQUESTED
TO INDICATE WHETHER YOU APPROVE OF THE PROPOSED CORPORATE ACTION ON THE FORM
ENCLOSED FOR THAT PURPOSE AND TO RETURN THAT FORM TO US.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
The following individuals and entities are known by the Company to own
beneficially more than five percent of the Company's common stock on the Record
Date.
Name and Number of Percent of
Address Shares (1) Outstanding Shares(2)
Scott Heape 2,158,166 (3) 12.14%
17768 Preston Road
Dallas, Texas 75252
Bob G. Honea 1,840,000 (4) 10.36%
4625 Greenville Avenue
Suite 202
Dallas, Texas 75206
(1) Beneficial ownership as reported in the above table has been determined
in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. Unless otherwise indicated, each of the persons named
has sole voting and investment power with respect to the shares
reported.
(2) Based upon 17,464,626 shares issued and outstanding as the Record Date,
after deducting 1,862,000 shares held in the Company's treasury, and
including options held by each individual.
(3) Includes shared owned by H&S Production, Inc. which Mr. Heape owns 100%
and shares held by H&S Production, Inc. Pension Trust. Includes options
to purchase 300,000 shares that are currently exercisable.
(4) Includes 820,000 shares held by National Tubular Products, Inc., Profit
Sharing Plan & Trust, of which Mr. Honea is the principal beneficiary.
Includes options to purchase 300,000 shares that are currently
exercisable.
SECURITY OWNERSHIP OF
MANAGEMENT
The following table and notes to the table set forth the information
with respect to the shares of common stock beneficially owned as of the Record
Date by (a) each director of the Company, (b) each executive officer of the
Company, and (c) all directors and executive officers of the Company as a group.
Percent of
Name and Position Number of Outtanding
Address** Held Shares (1) Shares (2)
Scott Heape Chairman and 2,158,166 (3) 12.14%
Dallas, Texas Director since 1998
Benton Poole Director since 1998 677,200 (4) 3.86%
Dallas, Texas
Harvey Jury President, Secretary 230,000 1.32%
Dallas, Texas Treasurer since
April 19, 2004, and
Director since 2003
All directors and 3,065,366 17.55%
executive officers
as a group
(three individuals)
(1) Beneficial ownership as reported in the above table has been determined
in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. Unless otherwise indicated, each of the persons named
has sole voting and investment power with respect to the shares
reported.
(2) Based upon 17,464,626 shares issued and outstanding as the Record Date,
after deducting 1,862,000 shares held in the Company's treasury, and
including options held by each individual.
(3) Includes shares owned by H&S Production, Inc. which Mr. Heape owns 100%
and shares held by H&S Production, Inc. Pension Trust. Includes options
to purchase 300,000 shares that are currently exercisable.
(4) Includes shares held by Poole & Moffett Profit Sharing Trust fbo Benton
J. Poole of which Mr. Poole is the principal beneficiary. Includes
options to purchase 100,000 shares that are currently exercisable.
** The address for the beneficial owners is c/o Castleguard Energy, Inc.,
17768 Preston Road, Dallas, Texas 75252.
BACKGROUND OF SOLICITATION
General
Only or about July 1, 2005, the Company reached preliminary terms with
River Oil and Gas Holdings, Inc. ("River O&G"), an entity wholly owned by Chris
Knowles, regarding the acquisition (the "Acquisition") by the Company of an oil
and gas project being developed by River O&G (the "Project"). For more
information about the Project, see the section captioned "Information Regarding
the Project" below. The Company has not entered into a binding definitive
agreement nor even a non-binding letter of intent regarding the Acquisition.
However, the Company did enter into an exclusivity agreement with River O&G
whereby the Company and River O&G agreed to deal with each other exclusivity
until November 30, 2005 with respect to the Project and other projects akin to
the Project. Moreover, the Company expects to negotiate, prepare and execute a
definitive binding agreement regarding the acquisition in the fairly near
future, although there can be no assurance that the Company will be successful
in doing so.
The preliminary terms relating to the Acquisition provide that River
O&G will receive a number of shares of the Company's common stock comprising 90%
of the shares outstanding after the issuance of such shares to River O&G. As
part of the issuance, River O&G is expected, after the compliance with all
applicable legal requirements, to elect a new Board of Directors in due course.
As a result of the preceding, control of the Company will change, and the
percentage ownership interests of existing shareholders will be significantly
diluted.
The preliminary terms relating to the Acquisition also provide the
consummation of the Acquisition is subject to a number of conditions, including,
without limitation, that a definitive agreement regarding the Acquisition be
executed, that each party shall be satisfied with its due diligence review of
the other party, that the Company is current in its SEC reporting obligations,
and that the Company will have only liabilities as are acceptable to River O&G.
Moreover, the consummation of the Acquisition is subject to the condition that
the Name Change and the Reverse Stock Split are approved by the Company's
shareholders and are implemented. There can be no assurance that the Acquisition
will be completed and that the Company will thus acquire the Project.
However, the Company believes that the possibility of completing the
Acquisition and the acquisition of the Project is so great that approving and
implementing the Name Change and the Reverse Stock Split is very appropriate and
is in the best interests of the Company and its shareholders. Accordingly, the
Board of Directors has unanimously approved the Name Change and the Reverse
Stock Split. If for some reason, the Acquisition and the acquisition of the
Project are not completed, the Board of Directors may decide to abandon the Name
Change and the Reverse Stock Split, and shareholders will be notified
accordingly.
Like any acquisition, the acquisition of the Project could expose the
Company to numerous risks. Such risks include potential unknown liabilities of
the Project and additional expenses associated with amortization of acquired
intangible assets. There can be no assurance that the Company would be
successful in overcoming these risks or any other problems encountered in
connection with the acquisition of the Project. As a result, the acquisition of
the Project may materially and adversely affect the Company. Moreover, there can
be no assurance that the Project will prove profitable or successful for the
Company. In addition, the Company's shareholders are not by law required to have
an opportunity to approve or disapprove the Acquisition and the acquisition of
the Project, and management does not expect to make any such opportunity
available to the Company's shareholders on its own volition. Accordingly, the
Company's shareholders must rely completely on the discretion of the Company's
management in all matters pertaining to the Acquisition and the Project. There
can be no assurance that the terms of the Acquisition and the acquisition of the
Project will not be modified in the future.
Information Regarding the Project
River O&G has represented to the Company the accuracy of the
information set forth in this section. Such information is subject to
confirmation by the Company's due diligence review of the Project.
The Project is currently comprised of three tracts of leased acreage,
one of which features producing oil and gas properties, and the other two of
which represent "undeveloped acreage," as defined by the the U.S. Securities and
Exchange Commission. The first of these tracts involves approximately 13,000
gross leased acres and 5,420 net leased acres located in Ritchie, Doddridge and
Gilmer Counties in West Virginia. River O&G has indicated that it believes the
terms of the leases governing this leased acreage are commercially reasonable,
and that all of the leased acreage is held by production, meaning that no
immediate drilling on the acreage is legally required. This acreage currently
includes nine producing wells, involving both re-completed and newly-drilled
wells. The completion or re-completion of these wells occurred only recently. As
a result, as of the date of this Consent Solicitation Statement, a sufficient
amount of time following the completion or re-completion of these wells has not
transpired to ascertain the production capability of these wells or to permit a
third party engineering report to establish proved reserves.
The Project's other two tracts of leased acreage involve "undeveloped
acreage." The first of these tracts involves approximately 3,900 gross leased
acres and 3,413 net leased acres located in Delta County in Colorado. The
Project also involves a right of first refusal with regard to another 15,000
acres located surrounding the preceding leased acreage in Delta County. The
second tract of leased acreage involving "undeveloped acreage" includes
approximately 5,500 gross and net leased acres located in Faulkner County in
Arkansas. River O&G has indicated that it believes the terms of the leases
governing both of the tracts of "undeveloped acreage" are commercially
reasonable, and that drilling on each of these tracts must commence within the
next year. River O&G has indicated that it believes that the Project involves
sufficient acreage to conduct a drilling program for the foreseeable future,
assuming sufficient funds are procured for this purpose.
Information Regarding Expected Management
The preliminary terms relating to the Acquisition contemplate that,
after the consummation of the Acquisition, the Company's management will change.
Initially, the composition of the Board of Directors of the Company will be
modified so that River O&G's nominees will constitute almost a majority of
sitting directors. The Board of Directors shall then elect River O&G's nominated
slate of officers. After full compliance with the requirements of applicable
law, the current directors of the Company will resign, and the Board of
Directors of the Company shall be contracted so that none of the resulting
vacancies are filled. River O&G is currently interviewing qualified candidates
to serve as the Company's management after the consummation of the Acquisition.
However, River O&G has not made any final determinations in this regard.
Nevertheless, River O&G foresees no problem in obtaining qualified individuals
to serve as the Company's management after the consummation of the Acquisition.
PROPOSAL 1
APPROVAL OF THE NAME CHANGE
The Board of Directors is requesting shareholder approval of an
amendment of the Company's Certificate of Incorporation to change the name of
the Company to "River Oil & Gas Holdings, Inc." (the "Name Change"). If approved
by the shareholders of the Company, the Name Change will become effective upon
the filing of a Certificate of Amendment of Certificate of Incorporation with
the Secretary of State of Florida, which is expected to occur shortly after
shareholder approval. The Name Change was approved by all of the directors of
the Company.
As stated above, the Name Change is a condition to completing the
Acquisition and the Company's acquisition of the Project. The Name Change is
being made at the request of River O&G. River O&G has indicated its request for
the Name Change is mostly a matter of personal preference, and that it prefers
the business of the Company to continue into the future with the proposed new
corporate name.
The Board of Directors believes that the Acquisition and the required
Name Change are in the best interests of the Company and its shareholders and
recommends that the shareholders approve the Name Change. The affirmative vote
of the holders of a majority of the outstanding shares of Common Stock is
required for approval of the Name Change.
THE BOARD OF DIRECTORS RECOMMENDS A CONSENT "FOR" THE APPROVAL OF THE
NAME CHANGE AND THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION.
PROPOSAL 2
APPROVAL OF THE REVERSE STOCK SPLIT
General
The Board of Directors is requesting shareholder approval of an
amendment of the Company's Certificate of Incorporation to effect a 1-for-50
reverse stock split of the Common Stock (the "Reverse Stock Split"). If approved
by the shareholders of the Company, the Reverse Stock Split will become
effective upon the filing of a Certificate of Amendment of Certificate of
Incorporation with the Secretary of State of Florida, which is expected to occur
shortly after shareholder approval. The Reverse Stock Split was approved by all
of the directors of the Company.
Principal Effects
The Reverse Stock Split would reduce the number of outstanding shares
of Common Stock to approximately two percent (2%) of the number of shares
outstanding prior to the Reverse Stock Split. Accordingly the Reverse Stock
Split would decrease the number of outstanding shares of Common Stock to
approximately 349,292 shares. The Reverse Stock Split will not affect the
proportionate equity interest in the Company of any holder of the Common Stock,
subject to the provisions for the elimination of fractional shares as described
below. If the Reverse Stock Split is approved, each outstanding share of Common
Stock will be entitled to one vote at each meeting of shareholders of the
Company, as is the case with each currently outstanding share. While a reduced
number of outstanding shares of Common Stock could adversely affect the
liquidity of the Common Stock, this is not expected to happen.
The Reverse Stock Split is not intended as an anti-takeover device and
it is not expected to function unintentionally as one. The Company is not aware
of any present efforts by any person to obtain control of the Company, other
than the change in control that we will be effect as a result of the
Acquisition.
In addition, the Reverse Stock Split is not intended as a "going
private transaction" covered by Rule 13e-3 under the Securities Exchange Act of
1934, and it is not expected to function unintentionally as one.
Reasons for the Reverse Stock Split
The Company does not now have a sufficient number of authorized but
unissued shares of Common Stock necessary to complete the Acquisition. One of
the reasons that the Reverse Stock Split is being undertaken is to create a
sufficient number of authorized but unissued shares for this purpose. Also,
River O&G has indicated its belief that the current market value of the Common
Stock impairs the Company's ability to access the capital markets, and impairs
the acceptability of the Common Stock by members of the investing public.
Theoretically, the price of a stock should not (by itself) affect its
marketability, the type of investor who acquires it, or the Company's reputation
in the financial community. In practice this is not necessarily the case, as
many institutional investors look upon low-priced stock as unduly speculative in
nature and, as a matter of policy, avoid investment in such stocks. Further,
River O&G believes that a lower per-share price will reduced the effective
marketability of the Common Stock because of the reluctance of many leading
brokerage firms to recommend low-priced stock to their clients. In addition, a
variety of brokerage house policies and practices tend to discourage individual
brokers within those firms from dealing in low-priced stocks. Some of those
policies and practices pertain to the payment of brokers' commissions and to
time-consuming procedures that function to make the handling of low-priced
stocks unattractive to brokers from an economic standpoint. Many brokerage firms
also prohibit investors from purchasing on margin stocks that are trading below
certain prices per share. Additionally, the structure of trading commissions
also tends to have an adverse impact upon holders of low-priced stock because
the brokerage commission on a sale of low-priced stock generally represents a
higher percentage of the sales price than the commission on a relatively higher
priced stock. Therefore, lower prices for the Common Stock may adversely affect
anyone who wishes to acquire shares and holders who wish to liquidate their
holdings. Finally, a number of trading markets (such as those provided by stock
exchanges and Nasdaq) require a higher trading price before a security is
eligible to trade in those markets. River O&G has indicated that it plans on
trying to include the Common Stock in additional trading markets as it meets
necessary requirements. The Reverse Stock Split is intended to move the Common
Stock in this direction, although there can be no assurance that the Common
Stock will ever trade in such markets.
The Reverse Stock Split is intended to result in a higher per-share
market price for the Common Stock, both now and in the future. Hopefully this
will increase investor interest, eliminate the resistance of brokerage firms,
and permit a greater number of trading markets. However, there can be no
assurance that the market price of a share of Common Stock after the Reverse
Stock Split will be fifty times the market price before the Reverse Stock Split,
that the marketability of the Common Stock will increase, that additional
trading markets will develop, or that the Reverse Stock Split will otherwise
have the desired effects described.
The Board of Directors believes that the anticipated enhancement of the
value of the Common Stock by means of the Reverse Stock Split is in the best
interests of the Company and its shareholders. The Board of Directors believes
that the value of the Common Stock will be significantly less, and efforts to
enhance the value of the Common Stock will be impaired, if the Reverse Stock
Split is not approved and implemented.
Exchange of Stock Certificates and Elimination of Fractional Share Interests
If the Reverse Stock Split is approved by the requisite number of
shares of Common Stock, a Certificate of Amendment effecting the Reverse Stock
Split will be filed in the Office of the Secretary of State of Florida promptly
after such approval. The Reverse Stock Split would become effective as of the
close of business on the date of the filing of the Certificate of Amendment
(such filing is referred to hereinafter as the "Filing"). Shareholders of the
Company of record as of the Filing will then be furnished the necessary
materials and instructions to effect the exchange of their certificates
representing Common Stock outstanding prior to the Reverse Stock Split (referred
to hereinafter as "Pre-Split Shares") for new certificates representing Common
Stock after the Reverse Stock Split (referred to hereinafter as "Post-Split
Shares"). Certificates representing Pre-Split Shares subsequently presented for
transfer will not be transferred on the books and records of the Company but
will be returned to the tendering person for exchange. Shareholders of the
Company should not submit any certificates until requested to do so. In the
event any certificate representing Pre-Split Shares is not presented for
exchange upon request, any dividends which may be declared, after the effective
date of the Reverse Stock Split, with respect to the shares represented by such
certificate will be withheld by the Company until such certificate has been
properly presented for exchange, at which time all such withheld dividends which
have not yet been paid to a public official pursuant to the abandoned property
laws will be paid to the holder thereof or his designee, without interest.
No fractional shares will be issued. Accordingly, holders of Pre-Split
Shares, both of record and beneficial, who would otherwise be entitled to
receive a fractional Post-Split Share will generally be entitled to receive cash
in lieu thereof. The amount of cash to which such a holder will be entitled will
be the product of the closing sale price of the Common Stock on the OTC Bulletin
Board on the last trading day prior to the Filing, multiplied by the number of
shares of Pre-Split Shares that would otherwise be converted into a fractional
Post-Split Share. Checks representing payment for fractional shares may be
obtained by sending a written request to Castleguard Energy, Inc., 17768 Preston
Road, Dallas, Texas 75252, Attention: Corporate Secretary. One exception to the
preceding procedure will apply to holders of fewer than 50 Pre-Split Shares.
These holders' fractional Post-Split Share will be rounded up to one whole
Post-Split Share.
Dissenters' Rights
Under Florida corporation law and the Company's Certificate of
Incorporation and bylaws, holders of Common Stock will not be entitled to
dissenters' rights with respect to the Reverse Stock Split.
Federal Income Tax Consequences
This discussion is for general information only and does not discuss
consequences which may apply to special classes of taxpayers (e.g., non-resident
aliens, broker-dealers, or insurance companies). Shareholders are urged to
consult their own tax advisors to determine the particular consequences to them
of the Reverse Stock Split.
The exchange of Pre-Split Shares for Post-Split Shares will not result
in recognition of gain or loss for federal income tax purposes, excepting cash
received for fractional shares, if any, as described in the next paragraph.
Otherwise, your holding period and tax basis of your Pre-Split Shares are
applied in total to your Post-Split Shares.
Holders' of Pre-Split Shares who receive cash in lieu of a fractional
share interest will be treated as if the Company purchased such fractional share
interest. Such holder may recognize gain or loss measured by the difference
between the amount of cash received and the pro rata basis in his Pre-Split
Shares.
Board Recommendation and Required Approval
The Board of Directors believes that the Reverse Stock Split, and the
proposed amendment, are in the best interests of the Company and its
Shareholders and recommends that the Shareholders approve the Reverse Stock
Split and the proposed amendment of the Company's Certificate of Incorporation.
The affirmative vote of the holders of at a majority of the outstanding
shares of Common Stock is required for approval of the Reverse Stock Split and
the proposed amendment of the Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
REVERSE STOCK SPLIT AND THE PROPOSED AMENDMENT TO THE CERTIFICATE OF
INCORPORATION
SUBMISSION OF SHAREHOLDER PROPOSALS
FOR NEXT ANNUAL MEETING
Shareholders wishing to submit proposals for consideration by the
Company's Board of Directors at the Company's next Annual Meeting of
Shareholders should submit them in writing to the attention of the President of
the Company by 5:00 p.m., Central Time, on November 23, 2005, so that the
Company may consider such proposals for inclusion in its proxy statement and
form of proxy for that meeting. On request, the Secretary will provide
instructions for submitting proposals.
By Order of the Board of Directors,
Dallas, Texas Harvey Jury,
November _____, 2005 President
CASTLEGUARD ENERGY, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Consent Solicitation
Statement (the "Statement") in connection with the proposed change the name of
Castleguard Energy, Inc. (the "Company") and the propose reserve stock split of
the Company's common stock, and consents with respect to all of the Common Stock
of the Company held by the undersigned, to the adoption of the proposal set
forth herein (as such proposal is defined in the Statement) without a meeting of
the shareholders of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU CONSENT "FOR" PROPOSALS 1 and 2.
1. Proposal to amend the Company's Certificate of Incorporation to change
the name of the Company to "River Oil & Gas Holdings, Inc."
_____ CONSENTS/FOR _____ WITHHOLDS CONSENT/AGAINST _____ ABSTAINS
2. Proposal to amend the Company's Certificate of Incorporation to effect a
1-for-50 reverse stock split
_____ CONSENTS/FOR _____ WITHHOLDS CONSENT/AGAINST _____ ABSTAINS
3. I represent that I own the following number of shares of the Company's
Common Stock (please insert the correct
number):____________________________________.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as 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 partnership name by authorized person.
DATE _________________________ 2005 ____________________________________
_________________________________ Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE CONSENT FORM PROMPTLY
USING THE ENCLOSED ENVELOPE _____________________________________
----------------------------
Signature if held jointly