-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PTYKtZ+p2nkUNwHOuvoFQ1prAhaSuYLYo4W6rgjuU8o20yBHStPEbQEmcpKYE+X+ VYPN00TTc2AOfi39TeVPdA== 0000914233-96-000054.txt : 19960523 0000914233-96-000054.hdr.sgml : 19960523 ACCESSION NUMBER: 0000914233-96-000054 CONFORMED SUBMISSION TYPE: DEFN14A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960605 FILED AS OF DATE: 19960522 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LA TEKO RESOURCES LTD CENTRAL INDEX KEY: 0000357281 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 870483319 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFN14A SEC ACT: 1934 Act SEC FILE NUMBER: 033-81886 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 180 EAST 2100 SOUTH #204 CITY: SALT LAKE CITY STATE: UT ZIP: 84115 BUSINESS PHONE: 8014661402 MAIL ADDRESS: STREET 1: 180 EAST 2100 SOUTH STREET 2: STE 204 CITY: SALT LAKE CITY STATE: UT ZIP: 84115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LA TEKO RESOURCES LTD CENTRAL INDEX KEY: 0000357281 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 870483319 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFN14A BUSINESS ADDRESS: STREET 1: 180 EAST 2100 SOUTH #204 CITY: SALT LAKE CITY STATE: UT ZIP: 84115 BUSINESS PHONE: 8014661402 MAIL ADDRESS: STREET 1: 180 EAST 2100 SOUTH STREET 2: STE 204 CITY: SALT LAKE CITY STATE: UT ZIP: 84115 DEFN14A 1 SCHEDULE 14A INFORMATION 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: [ ] PRELIMINARY PROXY STATEMENT [ X ] DEFINITIVE PROXY STATEMENT [ ] DEFINITIVE ADDITIONAL MATERIALS [ ] SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-11(C) OR SECTION 240.14A-12 LA TEKO RESOURCES LTD. (Name of Registrant as Specified In Its Charter) LA TEKO RESOURCES LTD. (Name of Person(s) Filling Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ x ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a- 6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 0-11:1 4) Proposed maximum aggregate value of transaction: 1 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. 1) Amount Previously Paid: 2) Form, Schedule, or Registration Statement No.: 3) Filing Party: NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of members of LA TEKO RESOURCES LTD. (the "Company") will be held at the Holiday Inn Civic Center, 801 Avenue Q, Lubbock, Texas on June 5, 1996 at the hour of 9:00 a.m., Central time, for the following purposes: 1) To receive the report of the directors of the Company for the year ended December 31, 1995. 2) To receive the comparative financial statements of the Company and the auditors' report thereon for the year ended December 31, 1995. 3) To fix the number of directors at five (5). 4) To elect directors for the ensuing year. 5) To appoint the auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor. 6) To consider and, if appropriate, to approve and ratify stock options, and amendments to stock options, to purchase shares of the Company granted to insiders which have not previously been approved by the members and to authorize the directors in their discretion to grant stock options to insiders and to amend stock options granted to insiders, subject to regulatory approvals, as more fully set forth in the information circular accompanying this notice. 7) To transact such further or other business as may properly come before the meeting and any adjournment or adjournments thereof. The board of directors has fixed the close of business on April 26, 1996 as the record date for determination of members entitled to notice of the meeting or any adjournment or adjournments thereof and the right to vote thereat. Members who are unable to attend the meeting in person are requested to complete, sign, date and return the enclosed form of proxy. A proxy will not be valid unless it is deposited at the office of the transfer agent in accordance with instructions contained herein before 10:00 a.m. June 3, 1996. Notwithstanding the issuance of a proxy statement, members present at the meeting will be entitled to vote their shares. Dated this 30th Day of April, 1996. FOR THE BOARD OF DIRECTORS A CONTINENTAL BREAKFAST WILL BE SERVED AT 8:30 A.M. INFORMATION CIRCULAR/PROXY STATEMENT As at April 26, 1996, for the meeting of the members/shareholders of La Teko Resources Ltd. to be held June 5, 1996 This information circular is furnished in connection with the solicitation of Proxies by the Board of Directors of LA TEKO RESOURCES LTD. (the "Company") for use at the annual general meeting of the Company to be held on June 5, 1996 and any adjournments thereof. The solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by officers and employees of the Company. The cost of solicitation will be borne by the Company. The INFORMATION CIRCULAR/PROXY STATEMENT and related PROXY are first being provided to shareholders on April 30, 1996. VOTING OF PROXIES A MEMBER/SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A MEMBER/SHAREHOLDER) TO ATTEND AND ACT FOR HIM AND ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY. TO EXERCISE THIS RIGHT, THE MEMBER/SHAREHOLDER MAY INSERT THE NAME OF THE DESIRED PERSON IN THE BLANK SPACE PROVIDED IN THE PROXY AND STRIKE OUT THE OTHER NAMES OR MAY SUBMIT ANOTHER PROXY. THE SHARES PRESENTED BY PROXIES IN FAVOR OF MANAGEMENT WILL BE VOTED ON ANY BALLOT (SUBJECT TO ANY RESTRICTIONS THEY MAY CONTAIN) IN FAVOR OF THE MATTERS DESCRIBED IN THE PROXY. REVOCABILITY OF PROXY The persons named as proxyholders in the enclosed form of proxy are directors or officers of the Company. Any member/shareholder returning the enclosed form of proxy may revoke the same at any time insofar as it has not been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the member/shareholder or by his attorney authorized in writing or, if the member/shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited at the registered office of the Company, at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, or with the chairman of the meeting on the day of the meeting. VOTING SHARES AND PRINCIPAL HOLDERS THEREOF The Company is authorized to issue 100,000,000 shares without par value (the "common shares"), of which 23,318,478 common shares were issued and outstanding on the record date, April 26, 1996. The holders of common shares are entitled to one vote for each common share held. Holders of common shares of record at the close of business on April 26, 1996 are entitled to receive notice of and vote at the meeting. The Company has only one class of shares. To the knowledge of the directors and senior officers of the Company, no person beneficially owns, directly or indirectly, or exercises control or direction over shares carrying more than 10% of the voting rights attached to all shares of the Company. AUTHORIZATIONS FOR APPROVAL Any matter submitted at the annual general meeting for approval of the members/shareholders shall require a majority vote of more than 50% of the members/shareholders present at the meeting and voting either in person or by proxy concerning said issues. Shares that abstain or withhold from voting as to a particular matter and shares held in "street name" through a clearing firm, brokerage firm or similar nominee which indicates on its proxy that such nominee does not have discretionary authority to vote such shares as to a particular matter will be counted for purposes of determining whether sufficient shares are represented to constitute a quorum authorized to conduct an annual general meeting of the shareholders. Directors are elected and auditors are appointed by a plurality of the votes cast. With respect to the election of directors, the number of nominees equivalent to the number of directors to be elected who receive the highest number of votes cast are elected. With respect to the appointment of auditors, the auditors receiving the highest number of votes cast are appointed. In both cases, shares that abstain or withhold from voting and broker non-votes are not counted, and will have no effect on the outcome of such votes. Ordinary resolutions, as defined by law, are adopted if approved by a majority of the votes cast, and shares that abstain or withhold from voting and broker non-votes are not counted. Therefore, shares that abstain or withhold from voting and broker non-votes have the effect of a vote against such ordinary resolutions. ELECTION OF DIRECTORS The Company is authorized and will elect seven directors. A majority of the directors must be residents of Canada. The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, a properly executed and returned proxy will be voted for the nominees herein listed. Management of the Company proposes to nominate each of the following for election as a director. Information concerning such persons, as furnished by the individual nominees, is as follows: PRINCIPAL OCCUPATION OR EMPLOYMENT AND, NUMBER OF COMMON NAME, MUNICIPALITY IF NOT A PREVIOUS STOCK OF RESIDENCE AND PREVIOUSLY SERVICE AS BENEFICIALLY POSITION ELECTED A DIRECTOR OWNED OR DIRECTOR, DIRECTLY OR OCCUPATION INDIRECTLY DURING THE PAST CONTROLLED (2) 5 YEARS ROBERT W. GENTRY (1) Businessman and Since May 300,000 Dallas, TX Investment 1995 Treasurer, Chief Advisor Financial Officer and Director JOHN S. AUSTON(1) Mining executive N/A None West Vancouver, B.C. Director DOUGLAS R. BEAUMONT Mining Executive N/A None Vancouver, B.C. Director GORDON FRETWELL(1) Lawyer in Since None Vancouver, B.C. private practice November Secretary and 1995 Director JOHN R. HARDESTY(1) Businessman, Since May 60,000 Carefree, AZ Manufacturing, 1995 Director Finance, Administration, Sales, and Business Planning (1) Member of the Audit Committee and the Compensation Committee. (2) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as of April 26, 1996, is based upon information furnished to the Company by the individual directors. Unless otherwise indicated, such shares are held directly. DIRECTORS AND EXECUTIVE OFFICERS OF LA TEKO The following is a listing of the current directors and officers of the Company: Name Age Current Position Robert W. Gentry 48 President, Treasurer, Chief Financial Officer, and Director Jack Layne 54 Director and Chairman of the Board Gordon Fretwell 43 Secretary and Director Michael Delich 80 Director Yvonne Quick 65 Director David Tinsley 57 Director John R. Hardesty 56 Director Directors have been elected to serve until the next general meeting of shareholders to be held on June 5, 1996. Based upon Canadian corporate regulatory provisions, a majority of the Company's directors must be Canada residents. Jack Layne, John Greenslade and John Hardesty served as the board of directors audit committee during 1995 until November 1995, at which time Mr. Greenslade resigned as a director. Robert Gentry replaced Mr. Greenslade as a member of the audit committee. No formal audit committee meetings were held during 1995. On March 28, 1996, Gordon Fretwell, Secretary and Director replaced Mr. Layne as a member of the audit committee. The audit committee recommended the appointment of Bedford Curry as auditors for the Company for 1996. This committee reviews internal accounting and auditing policies and procedures, budgets, scope of audit and programs to comply with applicable regulatory and other accounting and income tax requirements relating to financial matters. During 1995, there were eight directors' meetings held, including four which were telephone meetings. None of the directors attended fewer than 75% of the meetings called, except that John Greenslade was unable to participate in three of the four telephone directors' meetings. In addition to formal actions of the board of directors, the directors participated in eight separate matters during the year which were documented by unanimous consent forms, together with numerous informal discussions held among the directors during the year concerning other business matters. The directors have not appointed a nominating committee. Members of the audit committee also serve as a compensation committee. BUSINESS BIOGRAPHIES OFFICERS AND DIRECTORS ROBERT W. GENTRY has had extensive experience in the executive management functions of several companies. He is the President, Director and and co-owner of Genoa Management Company, a certified investment advisory company serving independent community banks. He has served as a Chief Executive Officer in banking companies, a venture capital company and an investment advisory company. He was with the Ford Bank group from 1982 through 1992, serving as Senior Vice President, First National Bank, Lubbock, Texas, President/CEO of United National Bank of Denton, Texas, President/CEO of First National Bank of Borger, Texas, organizing President of United National Bank and organizing vice-chairman of Ford Capital, Ltd., both of Dallas, Texas. His financial contacts and professional expertise in finance, budgeting, marketing and strategic planning bring a broad range of management tools to La Teko. Mr. Gentry is a graduate of Texas Tech University with a BA degree in finance. He became a director of La Teko in May 1995 and was elected corporate President on February 27, 1996. JOHN R. HARDESTY is the principal owner, president and general manager of Thermo Dynamics, Inc. and Electro Dynamics Crystal Corporation, Inc., both of Overland Park, Kansas. He is a previous owner of Dixson, Inc., Grand Junction, Colorado. Mr. Hardesty founded these companies in 1986 and has operated them to the present time. He is a graduate of Wayne State University with a B.S. degree in business administration, majoring in accounting. He is a non-practicing certified public accountant having been a past audit manager with Ernst & Young, Certified Public Accountants from 1962 through 1968. From 1968 through 1986 he was involved extensively in corporate finance and sales with other business entities. He has been an operations manager with expertise in manufacturing, finance, administration, sales and corporate strategic planning and acquisitions. Mr. Hardesty currently serves as a director of Reno Air, Inc., Reno, Nevada; chairman and director of American Wireless Systems, Inc., Phoenix, Arizona; and, director of Richard Barrie Fragrances, Inc., Orange, Connecticut. Mr. Hardesty became a La Teko director in May 1995. JOHN S. AUSTON is a geologist who brings to La Teko 36 years of diversified experience in the precious metals, base metals, uranium and coal mining industries in Canada, the United States and Australia. His experience has included all aspects of mining from discovery to development and operation of open pit and underground mines. Mr. Auston is a past-President, Chief Executive Officer and Director of Granges, Inc. and Hycroft Resources and Development Corporation of Vancouver B.C. For a number of years prior to that, he was a senior executive in the mining arm of the British Petroleum group of companies, including BP Canada, Inc., B.P. Australia, Texada Lime, Les Mines Selbaie, Hope Brook Gold and Amselco Minerals. In earlier years, with the Selection Trust Group of London, he was closely involved in the growth of Selco Mining Corporation of Toronto. DOUGLAS R. BEAUMONT has over forty years of experience in the design and operation of mineral processing plants and in overall mining project development, primarily for precious metals, base metals, uranium, coal and asbestos. Mr. Beaumont joined the Kilborn Group of Companies in 1979 and was appointed vice president and general manager for Kilborn's Vancouver operations. He directed all design and construction activities performed by the group in Canada and abroad until his appointment in 1992 to the position of senior vice president responsible for all Kilborn Group international project assignments. In 1994 he was appointed executive vice president for the international operations. In this position he was most recently responsible for organizing and setting up companies in Peru, Chile and Brazil. GORDON FRETWELL is engaged in the private practice of law through his own law firm in Vancouver, British Columbia. Mr. Fretwell specializes in securities and mining law and acts for several public companies engaged in the mineral resource sector. Mr. Fretwell was appointed as a director of the Company on November 24, 1995 and was elected Corporate Secretary on February 27, 1996. OFFICE ADMINISTRATION D. SPENCER NILSON, an administrative employee of the Company, has been associat- ed with La Teko since January, 1991, is a certified public accountant licensed in the State of Utah and has been engaged in the practice of public accountancy for approximately 41 years. He is a principal shareholder and part-time employee serving as president and general manager of D. Spencer Nilson & Associates, a Salt Lake City based firm of certified public accountants. Mr. Nilson is a member of the American Institute of Certified Public Accountants and the Utah Associates of Certified Public Accountants. PROJECT GEOLOGIST STUART R. HAVENSTRITE is the project consulting geologist for the Ryan Lode Mine, the True North property, the Juniper Creek claims and the Margarita properties. Mr. Havenstrite served as a director of Silver King Mines, Inc., from time to time from 1976 and was its president and chief operating officer from 1987 through 1989. He was the chief geologist of Silver King Mines, Inc., between 1976 and 1987. Mr. Havenstrite was the president and chief operating officer of Alta Gold Co., the successor to Pacific Silver Corporation and Silver King Mines, Inc. from their reorganization in late 1989 through his resignation in 1990. PROJECT MANAGER RICHARD A. HUGHES is the project manager at the corporation's Fairbanks, Alaska office directing operations at each of the Company's mineral projects. Since 1983, Mr. Hughes has been, and is currently, the president and mining engineering consultant of BTW Mining & Exploration Corp., in Anchorage, Alaska. From 1988 to 1989, Mr. Hughes was employed by Valdez Creek Mining Company, Inc., as the general manager of a large open-pit placer mining and wash plant opera- tions. Prior to that time, from 1981 to 1987, Mr. Hughes was with ARCO Alaska, Inc., as the quality assurance and safety director at Prudhoe Bay, Alaska. From 1977 to 1981, Mr. Hughes worked with Exxon Minerals Company, where he was the project manager of an underground project in New Mexico and assistant manager of a uranium operation in Wyoming. Mr. Hughes has been employed in the mining industry in various other capacities since 1960. He is a registered professional mining engineer in Alaska and Nevada. Mr. Hughes received a Bachelor of Science degree in Mining Engineering from the University of Nevada in 1960. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT Based solely upon a review of Forms 3, 4, and 5 and amendments thereto, furnished to the Company during or respecting its last fiscal year, no person who, at any time during the most recent fiscal year, was a director, officer, beneficial owner of more than 10% of any class of equity securities of the Company or any other person known to be subject to Section 16 of the Exchange Act failed to file, on a timely basis, reports required by Section 16(a) of the Exchange Act, except that Gordon Fretwell filed the report of his initial ownership after being appointed a director two days late; Jack Layne failed to timely file one report regarding the sale of warrants to acquire 10,800 shares of Common Stock and one report regarding the purchase of 1,000 shares of Common Stock and Robert Gentry failed to timely file a report of the purchase of 16,600 shares. EXECUTIVE COMPENSATION The following table sets forth the compensation received by the chief executive officers of La Teko for the preceding three years. No executive officer has been paid compensation in excess of $100,000 for any such year. SUMMARY COMPENSATION TABLE
Long Term Compensation Annual Compensation Awards Payou ts (a) (b) (c) (d) (e) (f) (g) (h) (i) Other Securities Annual Restrict Underlying All Other Year Compen- ed Stock Options/ LTIP Compen- Name and Ended Salary* Bonus sation Award(s) SARs Payou sation Principal Position ($) ($) ($) ($) (#) ts ($) ($) Robert W. Gentry, 1995 $3,000 -- -- -- 100,000(1) -- $3,750 President, 100,000(3) $44,0000 Treasurer, Chief Financial Officer, and Director Jack Layne, 1995 2,250 -- 100,000(1) $15,000 Director 100,000(2) $15,000 1994 2,250 -- 100,000(4) $44,000 1993 4,500 --
* The amounts disclosed in this column include amounts paid for services rendered as a director of La Teko. (1) Granted November 16, 1995. Compensation $3,750 (25,000 x $.15 per share discount) and $15,000 (100,000 x $.15 per share discount), respectively, subject to stockholder approval. (2) Granted August 17, 1994, extended and re-priced November 16, 1995, subject to stockholder approval. Compensation $15,000 (100,000 x $.15 per share discount). (3) Granted March 7, 1996, subject to stockholder approval. Compensation $44,000 (100,000 x $.44 per share discount). (4) Granted August 17, 1994. Compensation $44,000 (100,000 x $.44 per share discount). OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realized Value at Assumed Annual Rates of Stock Appreciation Individual Grants for Option Term(3) (a) (b) (c) (d) (e) (f) (g) Number of % of Total Securities Options/SARs Underlying Granted to Exercise Options/SARs Employees or Base Expiration Name Granted(#)(1) During Fiscal Price Date 5%($) 10%($) Year(2) ($/share) Robert W. Gentry 25,000 $ 11/16/00 $ 15,837 $ 30,457 25,000 11/16/01 18,630 37,502 25,000 11/16/02 21,562 45,252 25,000 11/16/03 24,000 53,780 Jack Layne 100,000(1) 8.6% $1.60 $ 80,029 $166,991 100,000(3) 100.0% $2.50 03/07/01 $125,230 $223,490 100,000(1) 8.6% $1.60 11/16/00 $ 63,500 $121,830 100,000(2) 8.6% $1.60 08/17/99 $ 63,500 $121,830
(1) Granted November 16, 1995, subject to stockholder approval. (2) Granted August 17, 1994, extended and re-priced November 16, 1995, subject to stockholder approval. (3) Granted March 7, 1996, subject to stockholder approval. The 100,000-share option granted to Mr. Gentry on November 16, 1995 is exercisable in increments of 25,000 shares each per year commencing with the grant date. The 100,000-share option granted to him on March 7, 1996 is in lieu of other compensation for services to be rendered. AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
(a) (b) (c) (d) (e) Number of Securities Value of Underlying Unexercised Unexercised In-the-Money Options/SARs at Options/SARs at FY End (#) FY End ($) Shares Acquired Exercisable/ Exercisable/ Name on Exercise (#) Value Realized Unexercisable Unexercisable ($) Robert W. None None 250,000/75,000 $671,875/$201,562 Gentry None None 100,000/None $294,000/None Jack Layne None None 200,000/None $537,500/None
TEN-YEAR OPTIONS/SAR REPRICINGS (a) (b) (c) (d) (e) (f) (g) Length of Original Number of Market Exercise Option Securities Price of Price at Term Underlying Stock at Time of Remaining Options/SARs Time of Repricing New at Date of Repriced or Pricing or or Exercis Repricing Name Date Amended Amendment Amendment e Price or ($) ($) Amendment Jack Layne 11/16/95 100,000 $1.75 $2.50 $1.60 3.75 yrs(1)
(1) Extended to August 17, 1999, subject to stockholder approval. EXECUTIVE COMPENSATION AND BENEFITS During the year ended December 31, 1995, the Company paid its then corporate secretary, Sharon Mansfield, a full-time accounting employee, compensation of $31,111. Effective March 1, 1996, Ms. Mansfield left the Company. On February 27, 1996, Gordon Fretwell, director and corporate counsel was appointed secretary of the Company. Directors other than Robert W. Gentry, Jack Layne and Gordon Fretwell received an aggregate of $8,250 as directors' fees during 1995. Holmes Greenslade, Barristers and Solicitors, the law firm of Stephen D. Holmes and John W. Greenslade, former directors of the Company was paid $67,452 in legal fees during 1995, primarily for the services of Messrs. Holmes and Greenslade. The Company believes that the amounts of such legal fees were fair and no more than could have been obtained from unaffiliated third parties. Gordon Fretwell was appointed a director of the Company on November 24, 1995. During 1995, he received no legal fees for corporate representation, however, was paid a $750 director fee as indicated above. The Company has no pension, retirement or similar benefits for officers, directors or other employees of the Company. Effective March, 1992, however the Company initiated a medical plan for the benefit of all employees. PLANS (i) The Company has no plans other than as set out herein pursuant to which cash or non-cash compensation was paid or distributed to the executive officers during the most recently-completed financial year or is proposed to be paid or distributed in a subsequent year. (ii) The Company presently does not have a formalized stock option plan for the granting of incentive stock options to the executive officers, employees or directors. However, in the past, the Company has granted stock options to certain executive officers, employees or directors. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the executive officers, directors and employees of the Company and to closely align the personal interests of such persons to that of the shareholders. APPROVAL OF DIRECTOR STOCK OPTION PLAN AND GRANT OF DIRECTOR OPTIONS AND REPLACEMENT OPTIONS GENERAL On November 16, 1995, the board of directors of the Company approved the general terms of a Director Stock Option Plan (the "Plan"). Adidtionally, the board of directors approved the grant of the following options; (collectively, the "Options"): (i) options to acquire an aggregate of 600,000 shares pursuant to the Plan to be granted to the then-current directors ("Director Options") and (ii) options to acquire an aggregate of 290,000 shares to a director and officer, a consultant, and certain employees to replace certain options already granted to such individuals ("Replacement Options"). The Plan and the grants of the Director and Replacement Options are all subject to approval by the Vancouver Stock Exchange and the shareholders of the Company. Approval of such matters is being submitted to the shareholders for consideration at the annual meeting of the shareholders to which this proxy statement relates. PLAN SUMMARY The Plan is intended to assit the Company in attracting competent indivudals to serve as directors and ensure the retention of the services of existing directors by permitting such individuals to participate in ownership in the Company and to share in increases in the value which they help produce. The Plan provides that each director of the Company, including directors that are subsequently appointed, is to receive a Director Option to purchase common stock. Under the Plan, each director will receive Director Options that are immediately exercisable to purchase 25,000 shares of Common Stock and vest on the next three anniversary dates of their grant to purchase an additional 25,000 shares of Common Stock. Director Options may be exercised, in whole or in part, for a period of five years from the date such portion of such Director Options first becomes exercisable, subject to continued service by the holder as a director of the Company. Director Options granted under the Plan will be exercisable during the applicable exercise period at an exercise price equal to the greater of the November 16, 1995 Director Option exercise price $1.60), the closing price of the date of directorship appointment, or the prior ten-day average market price less applicable Vancouver Stock Exchange discount. Additional terms respecting Director Options to be granted under the Plan are discussed below. STOCK OPTIONS The following table summarizes information regarding the Options approved by the board of directors on November 16, 1995, including the name of each Optionee, the number of shares of Common Stock issuable on exercise of each Optionee's Option ("Option Shares"), the expiration date of each Option, and the applicable category of each Option: OPTION OPTION EXPIRATION NAME SHARES CATEGORY DATE Directors Robert W. Gentry 100,000 Director 11/16/03 Gordon Fretwell 100,000 Director 11/24/03 David Tinsley 100,000 Director 11/24/03 Yvonne Quick 100,000 Director 11/16/03 Michael Delich 100,000 Director 11/16/03 John R. Hardesty 100,000 Director 11/16/03 Others Employees as a Group 190,000 Replacement 8/16/99 Jack Layne 100,000 Replacement 8/17/99 100,000 Pres/ 12/16/00 Director In each case, the exercise price of each Option is $1.60 per share, the average of the market price of the Company's Common Stock for the ten days preceding the date such Options were authorized by the board of directors, less a 15% discount. The Replacement Options were granted to replace previously-granted options to purchase Common Stock, such options exercisable at an exercise price of $2.50 per share. Such existing options have been cancelled in consideration of the grant of the Replacement Options. Each Director Option is immediately exercisable to purchase 25,000 shares of Common Stock and vests on the next three anniversary dates of their grant (i.e., November 16, 1996, 1997, and 1998) to purchase an additional 25,000 shares of Common Stock and may be exercised, in whole or in part, for a period of five years from the date such portion of the Director Option first becomes exercisable. Each Replacement Option may be exercised during the applicable exercise period, in whole or in part, at any time from the date of such option to the close of business on the corresponding expiration date. To exercise an Option, the Optionee, or the Optionee's legal representative, as discussed below, must provide written notice to the Company, at 180 East 2100 South, Suite 204, Salt Lake City, Utah, specifying the number of Option Shares in respect of which the Option is being exercised, along with payment by cash or by check payable to the Company, of the full amount of the exercise price for such Option Shares. The number of Option Shares issuable on exercise of the Options is subject to adjustment in the event of changes in the outstanding shares of Common Stock resulting from stock dividends, stock splits, or recapitalizations. In the event that an Option ceases to be an employee, director, officer, or consultant of the Company, as applicable, prior to the expiration date of the Optionee's Option, such Option, to the extent it remains unexercised, shall terminate and be deemed null and void on the earlier of the expiration date or the date that is thirty (30) days from the date the Optionee ceases to be an employee, director, officer, or consultant of the Company, as applicable. In the event that an Optionee dies on or prior to the expiration date while an employee, director, officer, or consultant of the Company, as applicable, the Optionee's Option, to the extent it remains unexercised, may be exercised by the legal representative of the Optionee at any time before the earlier of the expiration date or the date that is one year following the date of death of the Optionee. The Options are not assignable by the respective Optionee, or the Optionee's legal representative, except by will or the laws of intestacy and may be exercised during the Optionee's lifetime only by the Optionee or, after the death, by the Optionee's legal representative as described above. The terms of each Option may be amended only by means of a joint written agreement between the Company and the respective Optionee. INCOME TAX CONSEQUENCES The following discussion of the income tax consequences of the Options is only a summary, does not purport to be complete, and does not cover, among other things, state, provincial and local tax consequences. In addition, differences in each Optionee's financial situations may cause Federal, state, provincial and local tax consequences of the Options to vary. U.S. TAXES The following summary of the major U.S. income tax consequences of the Options is based on the pertinent provisions of the Code, the applicable regulations promulgated by the Treasury Department under the Code (the "Regulations"), judicial and administrative interpretations of the Code and Regulations, the U.S.-Canada Income Tax Convention (the "Convention"), and the current interpretations thereof. The Optionees should be aware that the Code, the Regulations, the Convention and interpretations are subject to change and that such changes may be given retroactive effect. The Options have not been granted and issued in accordance with the requirements of Section 422 of the Code and, therefore, do not qualify as incentive stock options under the Code. The Options also do not qualify under Section 401(a) of the Code as qualified pension, profit sharing, or stock bonus plans. TREATMENT OF NONQUALIFIED OPTIONS Under the current provisions of the Code, the following consequences will result from the grant and exercise of the options pursuant to the Options (assuming there is not an active trading market for the options of the Company): (i) income will not be recognized by the Optionee at the time of the grant of the Option; (ii) on exercise of the Option the Optionee will realize ordinary income in an amount equal to the excess of the fair market value of the Option Shares acquired at the time of exercise over the Option exercise price; (iii) upon the sale of the Option Shares acquired pursuant to the exercise of an Option, the Optionee will realize short-term or long-term capital gain or loss, as the case may be, in an amount equal to the difference between the amount realized on such sale and the Optionee's tax basis in the Option Shares (as described below); and (iv) the Company will be entitled to record a compensation expense for Federal income taxation purposes in an amount equal to the ordinary income recognized by the Optionee as set forth in clause (ii) above. If no payment of the exercise price is made entirely in cash, the tax basis of the Option Shares will be equal to the Option exercise price paid, if any, plus the ordinary income recognized by the Optionee, which sum should equal the fair market value of the shares of the Option Shares acquired on the date of exercise, and the holding period will begin on the day after the tax basis of the shares is so determined. The ordinary income received by the Optionee on the exercise of an Option is considered compensation from the Company. As with other forms of compensation, withholding tax and other trust fund payments will be owed with respect to the exercise of the Option. The Company may accept payment of such withholding tax or other trust fund payments in one or more of the following ways; (i) the Optionee delivering shares of Common Stock with a fair market value equal to such requirements; (ii) the Company withholding Option Shares subject to the Option, with a fair market value equal to such requirements; or (iii) the Company making such withholding or other trust fund payments and the Optionee reimbursing the Company such amount paid within 10 days after written demand therefor from the Company. INVESTMENT BY A U.S. PERSON IN A FOREIGN CORPORATION Because the Company is a foreign corporation, the acquisition of the Option Shares by an Optionee on exercise of an Option may subject the Optionee to certain rules and provisions not otherwise applicable to shareholders of a domestic corporation. Among other things, Section 367(a) of the Code may apply to situations involving a direct or indirect transfer of appreciated property by a U.S. person to a foreign corporation in a transaction otherwise qualifying as a corporate organization, reorganization, or liquidation. In such situations, the transfer of property may be treated as a taxable exchange rather than as a tax-free transaction to prevent U.S. persons from deferring taxes on gain by using a tax- free transaction to transfer appreciated assets to a foreign corporation. The Code requires U.S. shareholders of a "controlled" foreign corporation to report currently their pro rata share of certain categories of foreign income even though it is not distributed to them. In addition, the Code provides that in some circumstances a shareholder's gain on a sale, exchange, or redemption of the stock of a controlled foreign corporation or on a liquidating distribution from the foreign corporation is taxable as ordinary dividend income rather than as capital gain. The Company believes that it should not be treated as a controlled foreign corporation. There can be no assurance that the Company will not in the future be treated as a controlled foreign corporation, thereby subjecting the U.S. shareholders to the reporting requirements described above. U.S. persons owning an interest in the Company may also be required to recognize gain under Section 367(b) of the Code on certain transfers by the Company to a U.S. corporation or to another foreign corporation to prevent the permanent avoidance of U.S. tax on the accumulated earnings and profits of the Company attributable to the portion of its stock owned by U.S. persons. Citizens and residents of the U.S., as well as domestic corporations, are subject to U.S. income tax on their income from all sources, including income from foreign sources. To avoid any income being subject to taxation both in Canada and in the U.S., a credit against U.S. income taxes is allowed for taxes paid to the foreign jurisdiction, subject to limitations to prevent taxpayers from using foreign tax credits to reduce U.S. tax liability on income from sources within the U.S. CANADIAN TAXES The following summary of the major Canadian income tax consequences of participation in the Options is based on the pertinent provisions of the Canadian Income Tax Act (the "Canadian Tax Act") and accompanying regulations (the "Canadian Regulations"), the Convention, and current interpretations thereof. The Optionees should be aware that the Canadian Tax Act, the Canadian Regulations, the Convention and interpretations are subject to change and that such changes may be given retroactive effect. For Canadian residents, stock options benefits are taxable as employment income under the Canadian Tax Act. Generally, the value of the benefit is the difference between the cost of the shares to the optionee and their fair market value at the time they are acquired from the Company. To prevent double taxation of the same gain, the value of any benefit included in a taxpayers employment income is added to the cost base of the shares acquired. Thus, any subsequent gain or loss on the disposition of the shares will be reduced or increased accordingly. Non-residents are not subject to any Canadian Tax in respect of benefits received when stock options are exercised. Canadian resident individuals and corporations who dispose of shares must pay tax on 3/4 of the gain realized on those shares. Persons resident outside Canada, however, are subject to the capital gains rules only in relation to dispositions of "Taxable Canadian Property." "Taxable Canadian Property" generally will not include shares in companies listed on Canadian Stock Exchanges, so long as the non-resident shareholder controls less than 25% of the issued shares of the Company. However, if a non-resident disposes of shares that are "Taxable Canadian Property," he or she can proceed in two (2) ways under the Canadian Tax Act: 1) Certificates of Compliance Obtained in Advance: The non-resident vendor may file a prescribed form of notice in advance of the disposition. If there is an expected capital gain and the vendor pays 33 1/3% of the gain on account of the vendor's tax liability or provides acceptable security, Revenue Canada will issue a Certificate of Compliance. 2) No Certificate of Compliance Obtained: If the non-resident vendor does not obtain a Certificate of Compliance, or if the proceeds of disposition are higher than originally stated in the notice, the purchaser may be liable to pay on account of the vendor's tax liability, an amount equal to 33 1/3% of the purchase price of the property. VOTE REQUIRED Adoption the Plan and approval of the grant of the Options requires the approval of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting. Abstentions will not be counted in determining whether the Plan is approved by the shareholders. The board of directors recommends a vote "FOR" the approval of the Plan and "FOR" approval of the Director Options and Replacement Options. It is intended that, in the absence of contrary specifications, votes will be cast pursuant to the enclosed proxies for the approval of the Plan and the grant of the Director and Replacement Options. OTHER No other compensation was paid by the Company to the executive officers during the most recently-completed financial year, including personal benefits and securities or property paid or distributed other than pursuant to a formal plan, which compensation is not offered on the same terms to all full-time employees other than those covered by a collective agreement. TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL The Company has no plan or arrangement in respect of compensation received or that may be received by the executive officers in the Company's most-recently completed or current financial year to compensate such officers in the event of the termination of employment (resignation, retirement, change of control) or in the event of a change in responsibilities following a change in control, where in respect of the executive officers the value of such compensation exceeds $60,000. COMPENSATION OF DIRECTORS Based on authority of the board of directors granted November 19, 1991, the Company pays director's fees at a rate of $750 per meeting attended by each director. A similar fee per meeting is paid to members of the board of directors serving on the executive committee of the board of directors. See "Executive Compensation" and "Plans" for details of incentive stock options which have been granted to the Company's directors. INDEBTEDNESS TO COMPANY OF DIRECTORS AND OFFICERS None of the directors or senior officers of the Company is indebted to the Company. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the Company's security ownership information as of April 26, 1996 for persons known by the Company to own beneficially more than 5% of the Company's common stock, for each director and for all officers and directors of the Company as a group. There were no shareholders of record that owned in excess of 5% of the Company's common stock. NUMBER OF NAME AND ADDRESS NATURE OF SHARES/OPT PERCENT OF OWNER OR GROUP OWNERSHIP IONS OWNED (1) Directors Rob Gentry Direct 300,000 1.3% Options 100,000 0.4% Options 100,000(2) 0.4% Gordon Fretwell Direct -- -- Options 100,000 0.4% Jack Layne Direct 345,894 1.5% Options 200,000 0.9% Yvonne Quick Direct -- -- Options 100,000(2) 0.4% Michael Delich Direct -- -- Options 100,000(2) 0.4% John R. Hardesty Direct 60,000 0.3% Options 100,000(2) 0.4% David Tinsley Direct -- -- Options 100,000(2) 0.4% All Executive Direct 705,984 3.0% Officers and Options 900,000 3.7% Directors as a Group (7 persons) 1,665,984 7.0% (1) Calculations of percentages of options owned for each individual assumes the exercise of options by that individual; percentages calculated for all executive officers and directors as a group assumes the exercise of all options held by the indicated group. (2) Exercisable in increments of 25,000 shares annually,commencing February 27, 1996. 150,000 shares are exercisable in 1996, following shareholder approval. CERTAIN RELATIONS AND RELATED TRANSACTIONS As explained under "Executive Compensation" and in Note 5 of the Notes to Consolidated Financial Statements, the Company has granted stock options to corporate officers and directors in the aggregate amount of 900,000 shares. During March 1995, pending receipt of proceeds from the sale of securities, the Company borrowed $200,000 from Russell Taylor, a director, and four other corporate shareholders, M. Russell Ballard, D. Spencer Nilson, Stuart Havenstrite and Grady Evans. This obligation was retired in June 1995 from proceeds from stock sales. INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS Except as otherwise disclosed herein, no insider or proposed nominee for election as a director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's last completed financial year or in any proposed transaction which in either such case has materially affected or will materially affect the Company, except as related to the $200,000 loan referred to in the previous paragraph. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Members of the Compensation Committee since the Company's annual general meeting during May 1995 were Jack Layne, Robert W. Gentry and John R. Hardesty. On March 28, 1996, Gordon Fretwell, Secretary and Director replaced Mr. Layne on the Compensation Committee. There were no directors, executive officers or members of the Compensation Committee that were functioning in interlocking boards or committees of other entities. REPORT ON EXECUTIVE COMPENSATION During the last completed fiscal year, the Company relied on the volunteer services of its chief executive officer who was also a major shareholder and who did not require cash compensation. In recognition of the CEO's services, however, on November 16, 1995, the board of directors approved the grant to the chief executive officer of options to purchase 100,000 shares at $1.60 per share and repriced to $1.60 per share options previously granted in August 1994 to purchase 100,000 shares at $2.50. As of the date of the grant and repricing on such options on November 16, 1995, at $1.60 per share, the market price for the common stock of the Company was $1.75. The aggregate amount of the discount of the exercise price below the market price of the common stock as of the date of grant or repricing of such options aggregated $30,000. The determination of the terms of the options granted or repriced to the chief executive officer was not based upon any objective criteria or comparison with any peer group, but was merely determined on an individual basis by the board of directors in recognition of the chief executive officer's time and attention devoted to the Company, the benefits derived by the Company from his negotiation of a joint- venture agreement respecting one of the Company's principal gold properties that resulted in cash payments through June 1994 of $2.5 million, the anticipated receipt of additional cash payments, and the perceived long-term benefit to the Company from such joint-venture relationship. This report is provided by the incumbent members of the board of directors that were in office on November 16, 1995. Robert Gentry Michael Delich John Hardesty Yvonne Quick REPORT ON REPRICING OF OPTIONS In November 1995, the board of directors reviewed the exercise price and remaining term of options to purchase 100,000 shares of common stock at $2.50 per share granted to Jack Layne on August 17, 1994, and expiring in August 1998, in view of Mr. Layne's significant contributions in negotiating the joint venture for one of the Company's principal gold properties that resulted in a $2.5 million cash payment to the Company in June 1995, with the anticipated additional cash payments to the Company of $1 million in December 1995, additional cash payments of $2.5 million thereafter, and a $21 million funding commitment to place the True North property into production, unless the joint venture partner earlier terminates the agreement and reconveys the property to the Company. Notwithstanding the positive aspects of the Company's operations, the market price of La Teko stock declined from August 1994 to November 1995. The Board of Directors concluded that the decline was a result of factors unrelated to Mr. Layne's efforts and was experienced irrespective of his extraordinary contributions to the business and affairs of the Company in negotiating the joint-venture arrangement referred to above. The foregoing report has been provided the incumbent members of the board of directors in office on November 16, 1995. Robert W. Gentry Yvonne Quick Michael Delich John Hardesty PERFORMANCE GRAPH The graph on the following page shows the cumulative percentage change of total shareholder return on the Company's common stock compared to the cumulative total results of three other stock market indexes. 1) The NASDAQ market index (US companies); 2) Standard & Poor's gold index; and 3) a peer group of small market capitalization North American gold mining companies. The time period graphed is the period from December 31, 1990 through December 29, 1995. Performance Graph appears here. Detailed below are the plot points: YEAR END La Teko 100 122 192 361 314 337 Nasdaq 100 160 186 214 209 205 S & P Gold 100 80 73 133 107 119 Peer Group 100 88 68 125 102 85 The NASDAQ Stock Market (US companies) index is an index comprising all domestic common shares traded on the NASDAQ national market and the NASDAQ small cap market. The Standard & Poors' gold index includes data from four large North American gold mining companies, Echo Bay Mines, Ltd., Homestake Mining Company, Newmont Gold Company, and Placer Dome, Ltd. The peer group of small market capitalization North American gold mining companies includes data from ten companies, all of which are listed on NASDAQ, AMEX or NYSE. The ten companies are: USMX, Inc., Crown Resources Corporation, Atlas Corporation, Alta Gold Company, Dakota Mining Corporation, Glamas Gold, Ltd., Piedmont Mining Company, Inc., Cour d'Alene Mines Corporation, Hecla Mining Company and Sunshine Mining Company. APPOINTMENT OF AUDITOR Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of Bedford Curry, Chartered Accountants, Vancouver, B.C., Canada as the auditor of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors. It is not anticipated that a representative of Bedford Curry will be present at the meeting, but if a representative is present, such representative will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. MANAGEMENT CONTRACTS None INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON Except as set herein, no director or senior officer of the Company or any proposed nominee of management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons has any substantial interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the meeting, except that directors and senior officers of the Company may be granted incentive stock options to acquire shares of the Company. PARTICULARS OF OTHER MATTERS TO BE ACTED UPON STOCK OPTIONS The members will be asked to approve and ratify incentive stock options, and amendments to incentive stock options, to purchase shares of the Company granted to insiders of the Company which have not previously been approved by members and to authorize the directors in their discretion to grant stock options to insiders and to amend stock options granted to insiders, subject to all necessary regulatory approvals. The number of shares under option from time to time and the exercise prices of such options, and any amendments thereto, will be and have been determined by the directors in accordance with the policies of the Vancouver Stock Exchange. OTHER MATTERS Management of the Company is not aware of any other matters to come before the meeting other than as set forth in the notice of meeting. If any other matters properly come before the meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter. If any shareholder wishes to present a proposal for action at the 1997 annual meeting of the shareholders, the shareholder must comply with applicable Securities and Exchange Commission regulations, including adequate notice to the Company. Any proposal must be submitted in writing by certified mail, return receipt requested, to La Teko Resources Ltd., 180 East 2100 South, #204, Salt Lake City, Utah 84115, on or before December 31, 1996. These proxy materials are being distributed to members/shareholders of record as of April 26, 1996. FOR THE BOARD OF DIRECTORS /s/ Robert S. Gentry, President NOTES TO INSTRUMENT OF PROXY 1) THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS THE MEMBER/ SHAREHOLDER MAY HAVE SPECIFIED BY MARKING AN "X" IN THE SPACE PROVIDED FOR THAT PURPOSE. IF NO CHOICE IS SPECIFIED, THE SHARES WILL BE VOTED AS IF THE MEMBER HAD SPECIFIED AN AFFIRMATIVE VOTE. 2) A MEMBER/SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE INSTRUMENT OF PROXY. IF THE MEMBER/SHAREHOLDER DOES NOT WISH TO APPOINT EITHER OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY, HE SHOULD STRIKE OUT THEIR NAMES AND INSERT IN THE BLANK SPACE PROVIDED THE NAME OF THE PERSON HE WISHES TO ACT AS HIS PROXYHOLDER. SUCH OTHER PERSON NEED NOT BE A MEMBER OF THE COMPANY. 3) NO MATTERS OTHER THAN THOSE STATED IN THE ATTACHED NOTICE ARE KNOWN TO BE IN PROSPECT FOR THE MEETING, AND MANAGEMENT IS NOT AWARE AS AT THE DATE TO THE ACCOMPANYING /PROXY STATEMENT, OF ANY AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING OR ANY OTHER MATTERS TO BE PRESENTED FOR ACTION AT THE MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY, HOWEVER, WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING AS WELL AS OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING, AND WILL ACCORDINGLY BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXYHOLDER ON SUCH MATTERS. 4) This proxy shall not confer authority to vote a) for the election of any person or company as a Director of the Company unless a bona fide proposed nominee for such election is named in the accompanying Information Circular/Proxy Statement; or b) at any meeting other than the meeting specified in the accompanying Notice of Meeting or any adjournment thereof. 5) The Instrument of Proxy may not be valid unless it is dated and signed by the Member/Shareholder or by his attorney duly authorized by him in writing, or, in the case of a corporation, is executed under its corporate seal or by an officer or officers or attorney for the corporation duly authorized. If the Instrument of Proxy is executed by an attorney for an individual member/shareholder or a joint member/shareholder or by an officer or officers or attorney of a corporate member/shareholder not under its corporate seal, the instrument so empowering the officer or officers or the attorney, as the case may be, or a notarial copy thereof, should accompany the Instrument of Proxy. 6) The Proxy may not be used at the General Meeting or any adjournment thereof unless the same is deposited at the office of the registrar and Transfer Agent of the Company, Montreal Trust Centre, 510 Burrard Street, Vancouver, British Columbia V6C 3B9, at least 48 hours before the time of the meeting. The Chairman of the Meeting has the discretion to accept proxies filed less than 48 hours before the time of the meeting. P R O X Y ANNUAL GENERAL MEETING June 5, 1996 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The undersigned member/shareholder of LA TEKO RESOURCES LTD. (the "Company") hereby appoints , Robert W. Gentry, or failing him, Gordon Fretwell with full power of substitution, as proxyholder for and on behalf of the undersigned to attend the annual general meeting of the members/shareholders of the Company to be held on June 5, 1996 and at any adjournments thereof, to act for and on behalf of and to vote the shares of the undersigned and to cast the number of votes the undersigned would be entitled to cast if personally present with respect to the matters specified below. IF NO CHOICE IS SPECIFIED, THE SHARES WILL BE VOTED AS IF THE MEMBER HAD SPECIFIED AN AFFIRMATIVE VOTE. I direct my proxy to vote as follows: 1) To elect the following persons as directors of the Company for the ensuing year. ROBERT W. GENTRY For ----- Withhold Vote ----- JOHN R. HARDESTY For ----- Withhold Vote ----- JOHN S. AUSTON For ----- Withhold Vote ----- DOUGLAS R. BEAUMONT For ----- Withhold Vote ----- GORDON FRETWELL For ----- Withhold Vote ----- 2) To appoint Bedford Curry, Chartered Accountants, Vancouver, B.C., Canada as auditor of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors. For ----- Withhold Vote ----- 3) To approve and ratify stock options, and amendments to stock options, to purchase shares of the Company granted to insiders which have not previously been approved by the members and to authorize the directors in their discretion to grant stock options to insiders and to amend stock options granted to insiders, subject to regulatory approvals, as more fully set forth in the information circular accompanying this proxy. For ----- Against ----- 4) To transact such other business as may properly come before the meeting. For ----- Against ----- The undersigned hereby revokes any proxy previously given. EXECUTED on the ----- day of --------, 1996. Signature of Member(s) Number of Shares Held - --------------------- ------------- Name of Member(s) (Please print clearly) - --------------------- Address - --------------------- City/Province - -------------------- To: REGISTERED AND NON-REGISTERED MEMBERS/SHAREHOLDERS National Policy 41 provides Members/Shareholders with the opportunity to elect annually to have their names added to the Company's supplemental mailing list in order to receive quarterly financial statements of the Company. If you wish to receive such statements, please complete and return this form to: MONTREAL TRUST CENTRE 510 Burrard Street Vancouver, B.C. V6C 3B9 PLEASE PRINT NAME OF MEMBER/SHAREHOLDER -------------------------------- STREET ADDRESS ------------------------------- CITY/TOWN ------------------------------- PROVINCE/STATE POSTAL CODE BY SIGNATURE BELOW, THE UNDERSIGNED HEREBY CERTIFIES TO BE A MEMBER/SHAREHOLDER OF THE COMPANY. DATE:------------- SIGNATURE OF MEMBER/SHAREHOLDER - -------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----