SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] FILED BY REGISTRANT
[ ] 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 UNDER RULE 14A-12
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[X] NO FEE REQUIRED
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(I) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES: ____
(II) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES: _______
(III) PER UNIT PRICE OF OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11. (SEC FORTH THE AMOUNT ON WHICH
THE FILING IS CALCULATED AND STATE HOW IT WAS DETERMINED):__________
(IV) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:_______
(V) 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
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OF THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
(I) AMOUNT PREVIOUSLY PAID:______
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(III) FILING PARTY:__________
(IV) DATE FILED:____________
MORGAN CREEK ENERGY CORP.
________________________________________________
(Name of registrant as specified in its charter)
NEVADA 0-25455 201777817
____________________________ ________________________ ___________________
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5050 QUORUM DRIVE, SUITE 700
DALLAS, TEXAS 75254
___________________________________________________
(Address of principal executive offices) (Zip Code)
(214) 321-0603
_____________________________________
Telephone number, including area code
MORGAN CREEK ENERGY CORP.
PROXY STATEMENT
DATED JANUARY 11, 2010
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 10, 2010
Notice is hereby given that a Special Meeting of the Shareholders (the
"Meeting") of Morgan Creek Energy Corp., a Nevada corporation, will be held at
2:00 p.m. Central Time on Wednesday, February 10, 2010 at 5050 Quorum Drive,
Suite 700, Dallas, Texas 75254, and any adjournments or postponements thereof
(the "Special Meeting") for the following purposes:
1. To elect the following five (5) persons to serve as directors of the
Board of Directors of the Company until their successors shall have
been elected and qualified: Peter Wilson, D. Bruce Horton, Angelo
Viard, Peter Carpenter and John Clayton Weldy Jr.
2. To approve an amendment to the Articles of Incorporation, as amended,
to increase the authorized shares of common stock from
66,666,666 shares to 400,000,000 shares, par value $0.001; and
3. To consider and act upon such other business as may properly come
before the Special Meeting or any adjournment thereof.
Our voting securities consist of shares of common stock, with a par value of
$0.001 (the "Common Stock"). Shareholders of record at the close of business on
December 11, 2009 are entitled to vote at the meeting. There were 34,032,392
shares of common stock issued and outstanding on the record date. Each share has
one vote on any matter to be acted upon at the meeting. A quorum for the
transaction of business is one-third of the shares entitled to vote. Each matter
to be acted upon at the meeting will be approved if the votes "for" are greater
than the votes "against." Abstentions and "broker non-votes" are counted in
determining a quorum. They are not counted "for" or "against" any matter. There
are no dissenters' rights of appraisal with respect to the matters to be acted
upon at the meeting.
We will conduct this proxy solicitation initially by mailing notice and then by
making materials available at our designated website unless you request a paper
or e-mail copy. This proxy statement and form of proxy will be first sent or
given to shareholders on or about January 26, 2010. Proxies may also be
solicited personally, by mail, e-mail or telephone. We will pay the expenses of
the proxy solicitation, including the cost of preparing, assembling and mailing
the material and making them electronically available. Directors, officers and
regular employees may solicit proxies and will not receive additional
compensation for soliciting. No specially engaged employees, representatives or
other persons have been or are to be employed to solicit proxies. We will
request banks and brokers to forward material to their customers who
beneficially own shares held of record in nominee name and will reimburse the
banks and brokers for reasonable out-of-pocket expenses.
The matters to be acted upon at the meeting are listed in the preceding notice
and more fully discussed below under the caption "Matters to be Acted Upon."
Please note that throughout this Proxy Statement, and unless otherwise noted,
the words "we," "our," "us," the "Company," or "Morgan Creek," refers to Morgan
Creek Energy Corp.
By Order of the Board of Directors
/s/ Peter Wilson
__________________________________
Peter Wilson, President
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT. All of our directors hold office until the
next annual general meeting of the shareholders or until their successors are
elected and qualified. Our officers are appointed by our board of directors and
hold office until their earlier death, retirement, resignation or removal.
Our directors and executive officers, their ages and positions held are as
follows:
NAME AGE POSITION WITH THE COMPANY
Peter Wilson 41 President, Chief Executive Officer/Principal
Executive Officer and a Director
William D. Thomas 58 Secretary/Treasurer, Chief Financial Officer,
and Principal Accounting Officer
John C. Weldy Jr. 56 Director
D. Bruce Horton 64 Director, Compensation Committee member and
Audit Committee member
Angelo Viard 36 Director, Compensation Committee member and
Audit Committee member
Peter Carpenter 64 Director
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience of
each director, executive officer and key employee during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.
PETER WILSON. Mr. Wilson has been our President/Chief Executive Officer and a
member of our Board of Directors since September 29, 2008. During the past
fifteen years, Mr. Wilson has been involved in the senior level management of
public companies. His experience spans a wide range of project development and
contract negotiations within the mining, energy and real estate industries. Mr.
Wilson has focused on the creation and implementation of market strategies,
contract negotiations and financing options for maximum return on investments.
His business experience includes diverse international assignments in the United
Kingdom, Canada, the United States, Switzerland and Norway. Mr. Wilson has
worked extensively with overseas investor groups and within the E&P market in
Louisiana and Texas.
From approximately 2007 through to October, 2009, Mr. Wilson was the president
of Hana Mining Ltd., a publicly listed exploration company seeking to develop a
copper-silver project in Botswana, Africa. During approximately 2005 to 2006,
Mr. Wilson served as the president and chief executive officer of Sun Oil and
Gas Corp. During approximately 1997 to 2005, Mr. Wilson was a director and the
vice president of International Operations for Petroreal Oil Corp., a small oil
producer engaged in energy asset purchases aggregating more than $130,000,000.
During approximately 1993 to 1999, Mr. Wilson was the vice president of Samoth
Equity Corporation (now Sterling Center Corp.), where he began his involvement
with capital markets and finance. Samoth Equity Corporation gained prominence
through the 1990s and grew to a $150,000,000 TSX-listed real estate merchant
banking organization involved in lending throughout the southwestern United
States and Canada.
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Mr. Wilson continues to serve as an advisor to several public and private
Houston-based E&P companies, and serves as a director of Mainland Resources, a
Nevada Corporation tht trades on the OTC Bulletin Board, and Offset Energy
Corporation operating in the GOM and Houston, Texas.
WILLIAM THOMAS. Mr. Thomas has been our Chief Financial
Officer/Secretary/Treasurer since January 8, 2009. Mr. Thomas has thirty years
of experience in the finance and accounting areas for the natural resource
sector. Currently, Mr. Thomas is the chief financial officer of Hana Mining
Ltd., a director of Mainland Resources, Inc., a Nevada corporation that trades
on the OTC Bulletin Board, and the chief financial officer and a director of
Uranium International Corp., a Nevada corporation that trades on the OTC
Bulletin Board. Thomas has held various successive management positions with
Kerr McGee Corporation's China oil & gas operations based in Beijing, China,
ending in 2004 with his final position as director of business services. For a
brief period after leaving Kerr McGee, Mr. Thomas acted as a self-practitioner
in the accounting and finance field. In July 2007, he took on the role of chief
financial officer for two public resource companies; Hana Mining Inc. and NWT
Uranium Corp. in July 2007. Mr. Thomas resigned in July 2008 from NWT Uranium
Corp. but continues to serve as CFO for Hana Mining. Mr. Thomas was previously
general manager (1999-2002), and finance and administration manager (1996-1999)
of Kerr McGee's China operations. While in China, Mr. Thomas was responsible for
finance including Sarbanes Oxley reporting, budgeting, treasury, procurement,
taxation, marketing, insurance and business development, including commercial
negotiations with the Chinese partner, China National Offshore Oil Co (CNOOC)
and other Chinese and joint venture partners. Mr. Thomas focused heavily on
supporting exploration and development operations for three operated blocks in
Bohai Bay, as well as evaluation and negotiation of new venture blocks in East
China Sea and the South China Sea. He was also responsible for the liaison with
CNOOC and other Chinese oil companies, Kerr McGee US management and joint
venture partners, where his main focus was to ensure cost effective and timely
achievement of various approved work programs and budgets. He was also Chief
Representative for Kerr McGee on the Joint Management Committee (JMC). Mr.
Thomas previously worked as manager of fixed asset accounting for Kerr McGee
Corporation's US operations (1996), as finance director of Kerr McGee's UK
operations based in London/Aberdeen (1992-1996), and Kerr McGee's Canadian
operations in Calgary, Alberta, Canada (1984-1992), including the predecessor
company, Maxus Canada Ltd, which was acquired by Kerr McGee Ltd. Over the course
of his career, he has been involved in all aspects of managing accounting,
budgeting, human resources, administration, insurance, taxation and other
business support aspects surrounding oil and gas properties for Kerr McGee. Mr.
Thomas was responsible to ensure compliance with COPAS, SEC, FASB and
international accounting regulations. He participated on a team that developed
the Oracle accounting system application to the Kerr McGee's worldwide
operations. He was most notably involved in the company's initial entry into
both China and the UK North Sea - start ups of local and expatriate personnel
that eventually developed into core areas (over $1 Billion) for Kerr McGee,
including the company's first operated offshore oil fields in China (CFD 1-1)
and the UK (Gryphon). In his early career, Mr. Thomas also held senior
management positions in the finance divisions of Norcen Energy Ltd of Calgary,
Alberta (1981-1984), Denison Mines Ltd of Ontario Canada (1978-1981) and Algoma
Steel Corporation of Sault Ste Marie, Ontario, Canada (1977). He was also a
Senior Auditor for the accounting firm, Coopers & Lybrand in Toronto, Canada
(1975-1977). Mr. Thomas attained his Chartered Accountant (CA) designation from
the Canadian Institute of Chartered Accountants in 1977. He holds an Honors
Bachelor of Commerce and Finance degree from the University of Toronto, Ontario,
Canada.
JOHN CLAYTON WELDY JR. Mr. Weldy has eighteen years of diversified experience as
a petroleum, mechanical and environmental engineer. His areas of specialized
knowledge extend from personal management, completions, operations and
production engineering to project engineering and management. Mr. Weldy's
expertise also includes conceptualization, design, planning and managing people
and projects to achieve goals efficiently. From February 2009 to current date,
Mr. Weldy has been senior completions engineer for Eni Petroleum, where he is
responsible for leading subsea and shelf well completions and intervention
projects in the Gulf of Mexico. From approximately September 2008 to February
2009, Mr. Weldy was the senior operations/production/completions engineer at
SandRidge Energy. He managed all phases of operations, production and facility
engineering for properties offshore, onshore and inland in the Gulf of Mexico.
He was further responsible for engineering design and project management of
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Hurricane Ike repairs, managed all rig completions and remedial workover
procedures, including written procedures, completion strategy, cost estimating
and securing of equipment and services. Mr. Weldy was also responsible for the
design, layout and management of the construction of production facilities,
preparation of procedures for and supervision of wellhead remedial operations on
existing oil and gas wells, the performance of nodal analysis on various
production wells using nodal analysis software and the design, troubleshooting
and installation of gas lifts for offshore wells.
From approximately August 2005 through September 2008, Mr. Weldy was the
deepwater subsea completions engineer for Shell International and Exploration
Company. From approximately February 2004, through August 2005, Mr. Weldy was
the vice president of operations for Petroreal of America, Inc. From
approximately January 2003 through January 2004, Mr. Weldy was a self employed
consultant. From approximately May 2001 through December 2002, Mr. Weldy was the
production manager for Century Exploration Inc. From approximately August 2000
through May 2001, Mr. Weldy was the senior petroleum engineer for Watson Energy
LLC, and from approximately April 2000 through August 2000, Mr. Weldy was the
operations engineer for Operational Services Inc.
Prior to 2000, Mr. Weldy worked for nine years at Texaco Exploration Company as
a production, facility and completions engineer.
Mr. Weldy earned a Masters of Science degree in environmental engineering from
Tulane University. He also earned a Bachelor of Science degree in mechanical
engineering and in petroleum engineering from the University of Alabama. Mr.
Weldy co-authored a SPE paper on "Best Completion Practices".
D. BRUCE HORTON. Mr. Horton was our Chief Financial Officer/Secretary/Treasurer
until his resignation in January 8, 2009, and remains a member of our Board of
Directors, a member of the Compensation Committee and a member of the Audit
Committee. He has been one of our directors since August 21, 2006. During the
past five years, Mr. Horton has been active in the financial arena in both the
private and public sectors as an accountant and financial management consultant
with an emphasis on corporate financial reporting, financing and tax planning.
Mr. Horton has specialized in corporate management, re-organization, merger and
acquisition, international tax structuring, and public and private financing for
over thirty years. From 1972 through 1986, Mr. Horton was a partner in a public
accounting firm. In 1986, Mr. Horton co-founded the Clearly Canadian Beverage
Corporation, of which he was a director and chief financial officer from June
1986 to May 1997. He is a principal consultant in Calneva Financial Services
Ltd. that provides accounting and financial management consulting services as
well as investment banking services focusing on venture capital opportunities in
Asia. Mr. Horton is also an officer and director of Geneva Resources, Inc. since
May 2006, which is a publicly traded company.
ANGELO VIARD. Mr. Viard has been one of our directors since September 29, 2008.
Mr. Viard is also a member of the Compensation Committee and a member of the
Audit Committee. During the past ten years, Mr. Viard has been involved in
providing companies with advisory services including, but not limited to,
managerial, investment strategy, finance, information technology, compliance,
accounting, business development, mergers and acquisitions, and capital fund
raising in a wide range of industry sectors across the United States, South
America and Europe. From approximately June 2007 through current date, Mr. Viard
has been the president/chief executive officer of VCS Group, Inc. formerly known
as "Viard Consulting Services". His role as director of advisory services
requires development of an advisory services sector. Mr. Viard's functions
include full budgeting responsibilities, management of budgets and planning,
creation of policies and administrative procedures to restructure business
processes, authoring multi-company employee manuals, design work order tracking
and billing interface systems for accounting, and updating business plans,
accounting structures and organizational changes to maximize business growth.
From approximately August 2006 through June 2007, Mr. Viard was the IT
operations manager for Bare Essentials where he was responsible for developing
and coordinating multiple related projects in alignment with strategic and
tactical company goals, served as a primary customer advocate, planned and
coordinated long term systems strategy, and managed the day to day operations of
the IT department, including LAN/WAN architecture, telecommunications and
hardware/software support and development. From approximately August 2005
through August 2006, Mr. Viard was a senior IT audit consultant for
PricewaterhouseCoopers LLP where he was responsible for determining the audit
documentation, strategy and plan. From approximately December 2004 through
August 2005, Mr. Viard was the chief executive officer and founder of Technology
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Mondial Inc., which was a start-up company specializing in broadband wireless
technology in Costa Rica and management and development of wireless connection
planning for Latin America. Mr. Viard was also previously employed with OpenTV
Inc, where he was manager of information system and technology, Thomas Weisel
Partners LLC where he was an information technology brokerage services manager,
BancBoston Robertson Stephens & Co. where he was a senior system engineer, and
Environmental Chemical Corporation where he was a technical analyst.
Mr. Viard holds a masters degree in computer science, a bachelor of science in
business management and administration, and an associate of arts degree in
computer business administration and network.
PETER CARPENTER, P. ENG., CFA. Mr. Carpenter has been involved in the oil and
gas industry for the past forty years. From 2004 to current date, Mr. Carpenter
has been the president and chief executive officer of Claridge House Partners,
Inc., which provides corporate restructuring and financial advisory services to
the Canadian oil and gas industry. From approximately 1998 through 2002, Mr.
Carpenter was the chief financial officer for Cybernetic Capital Management Inc;
from approximately 1996 through 1998, Mr. Carpenter was a consulting oil and gas
analyst for First Associates Securities; and from approximately 1985 through
1996, Mr. Carpenter was the vice president of investment banking with Moss,
Lawson & Co., Limited.
Mr. Carpenter also was employed as the senior oil and gas analyst from
approximately 1981 through 1993 with Deutsche Morgan Grenfell Canada, where he
was responsible for the preparation of oil company equity analysis. He was
employed at Texaco Canada from 1976 through 1981 as a chief economist where he
supervised economic planning at Texaco and maintained liaison with the worldwide
economics group in Harrison, New York. From approximately 1971 through 1976, Mr.
Carpenter was the manager of special projects at PanCanadian Petroleum where his
responsibilities included overseeing the economic and business analysis of major
capital expenditure opportunities involving oil and gas production facilities,
chemical, heavy oil and coal projects. From approximately 1965 through 1971, Mr.
Carpenter was an engineer at Exon where he was responsible for the refinery and
petrochemicals plant in Sarnia, Ontario, pipeline optimization studies with
Interprovincial Pipeline in Toronto, logistics analyst in Esso International's
supply and transportation group located in New York City, and logistics
coordinator in Esso International's light hydrocarbon sales group. From
approximately 1962 through 1963, Mr. Carpenter was employed as a process
engineer at DuPont's Maitland works near Brockbille, Ontario.
Mr. Carpenter earned a bachelor of science degree in Chemical Engineering from
the University of Alberta, an MBA from the University of Western Ontario and
completed a Doctoral Programme in Economics from New York University. Mr.
Carpenter is also a chartered financial analyst with the Institute of Chartered
Financial Analysts.
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FAMILY RELATIONSHIPS
There are no family relationships among our directors or officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past five years, none of our directors, executive officers or persons
that may be deemed promoters is or have been involved in any legal proceeding
concerning: (i) any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (iii) being subject to
any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction permanently or temporarily enjoining,
barring, suspending or otherwise limiting involvement in any type of business,
securities or banking activity; or (iv) being found by a court, the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law (and the judgment has
not been reversed, suspended or vacated).
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE
As of the date of this Proxy Statement, Messrs. Viard and Horton have been
appointed as members to our Audit Committee. The two members are "independent"
within the meaning of Rule 10A-3 under the Exchange Act and are in addition
financial experts. The Audit Committee operates under a written charter adopted
by the Board of Directors on November 20, 2004. The Board of Directors pursuant
to a special meeting held on December 18, 2008 adopted an amended audit
committee charter and responsibilities.
The Audit Committee's primary function is to provide advice with respect to our
financial matters and to assist the Board of Directors in fulfilling its
oversight responsibilities regarding finance, accounting, and legal compliance.
The Audit Committee's primary duties and responsibilities will be to: (i) serve
as an independent and objective party to monitor our financial reporting process
and internal control system; (ii) review and appraise the audit efforts of our
independent accountants; (iii) evaluate our quarterly financial performance as
well as our compliance with laws and regulations; (iv) oversee management's
establishment and enforcement of financial policies and business practices; and
(v) provide an open avenue of communication among the independent accountants,
management and the Board of Directors.
COMPENSATION COMMITTEE
As of the date of this Proxy Statement, Messrs. Viard and Horton have been
appointed as members to our Compensation Committee. The Compensation Committee
operates under a written charter adopted by the Board of Directors pursuant to a
special meeting held on December 18, 2008.
OVERVIEW OF COMPENSATION PROCESS
The Compensation Committee of our Board of Directors is responsible for setting
the compensation of our executive officers, overseeing the Board's evaluation of
the performance of our executive officers and administering our equity-based
incentive plans, 401(k) plan and deferred compensation plan, among other things.
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The Compensation Committee undertakes these responsibilities pursuant to a
written charter adopted by the Compensation Committee and the Board of
Directors, which will be reviewed at least annually by the Compensation
Committee. The charter may be viewed in full on our website,
www.morgancreekcorp.com under the "Corporate Governance" tab on the Investor
Relations page.
The Compensation Committee is composed solely of "non-employee directors" as
defined in Rule 16b-3 of the rules promulgated under the Exchange Act, "outside
directors" for purposes of regulations promulgated pursuant to Section 162(m) of
the Internal Revenue Code ("IRC"), and "independent directors" as defined in
Section 303A of the New York Stock Exchange ("NYSE") corporate governance
listing standards, in each case as determined by the Board of Directors. Our
Board of Directors recommends Compensation Committee membership based on such
knowledge, experience and skills that it deems appropriate in order to
adequately perform the responsibilities of the Compensation Committee. Messrs.
Horton and Viard serve as members of the Compensation Committee.
The Compensation Committee annually reviews executive compensation and our
compensation policies to ensure that the Chief Executive Officer and the other
executive officers are rewarded appropriately for their contributions to us and
that the overall compensation strategy supports the objectives and values of our
organization, as well as stockholder interests. The Compensation Committee will
conduct this review and compensation determination through a comprehensive
process involving a series of meetings typically occurring in the first quarter
of each year.
COMPENSATION PHILOSOPHY
The fundamental objective of our executive compensation policies is to attract,
retain and motivate executive leadership for us that will execute our business
strategy, uphold our values and deliver results and long-term value to our
stockholders. Accordingly, the Compensation Committee seeks to develop
compensation strategies and programs that will attract, retain and motivate
highly qualified and high-performing executives through compensation that is:
(i) PERFORMANCE BASED: a significant component of compensation should
be determined based on whether or not we meet certain performance criteria that
in the view of our Board of Directors are indicative of our success;
(ii) STOCKHOLDER BASED: equity incentives should be used to align the
interests of our executive officers with those of our stockholders;
(iii) FAIR: compensation should take into account compensation among
similarly situated companies, our success relative to peer companies and our
overall pay scale.
It is the Compensation Committee's goal to have a substantial portion of each
executive officer's compensation contingent upon our performance, as well as
upon his or her individual performance. The Compensation Committee's
compensation philosophy for an executive officer emphasizes an overall analysis
of the executive's performance for the year, projected role and
responsibilities, required impact on execution of our strategy, external pay
practices, total cash and total direct compensation positioning, and other
factors the Compensation Committee deems appropriate. The Compensation
Committee's philosophy also considers employee retention, vulnerability to
recruitment by other companies and the difficulty and costs associated with
replacing executive talent. Based on these objectives, compensation programs for
similarly situated companies and the philosophies of the Compensation Committee,
the Compensation Committee has determined that we should provide our executive
officers compensation packages composed of the following elements: (i) base
salary, which reflects individual performance and is designed primarily to be
competitive with salary levels at comparably sized companies; and (ii) long-term
stock-based incentive awards which strengthen the mutuality of interests between
executive officers and our stockholders.
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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires our directors and officers, and the
persons who beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to us
pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the
reports received by us and on the representations of the reporting persons, we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended December 31, 2008.
ADDITIONAL CORPORATE GOVERNANCE POLICIES
Our Board of Directors considered additional corporate governance issues,
structure, policies and principles. Therefore, pursuant to a Board of Directors
meeting held on December 18, 2008, our Board of Directors adopted the following
documents as additional governing corporate governance documents (collectively,
the Corporate Governance Documents"): (i) Morgan Creek Energy Corp. Corporate
Governance Principles; (ii) Morgan Creek Energy Corp. Nominating and Governance
Committee Charter and Responsibilities; (iii) Morgan Creek Energy Corp. Board
Committees Policy; (iv) Morgan Creek Energy Corp. Code of Business Conduct and
Ethics; (v) Morgan Creek Energy Corp. Code of Conduct for the Board of
Directors; (vi) Morgan Creek Energy Corp. Corporate Governance Guideline; (vii)
Morgan Creek Energy Corp. Corporate Governance Policy; (viii) Morgan Creek
Energy Corp. Conflict of Interest Policy; (ix) Morgan Creek Energy Corp.
Whistleblower Policy; and (x) Morgan Creek Energy Corp. Board Roles and
Responsibilities.
The Corporate Governance Documents may be viewed in full on our website,
www.morgancreekcorp.com under the "Corporate Governance" tab on the Investor
Relations page.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to our Chief Executive
Officer and those executive officers that earned in excess of $100,000 during
fiscal years ended December 31, 2008 and 2007 and 2006 (collectively, the "Named
Executive Officers"):
_______________________________________________________________________________________________________________________________
SUMMARY COMPENSATION TABLE
_______________________________________________________________________________________________________________________________
NON-EQUITY NON-QUALIFIED ALL OTHER
INCENTIVE PLAN DEFERRED COMPENSATION
COMPENSATION COMPENSATION
NAME AND STOCK OPTION EARNINGS
PRINCIPAL SALARY BONUS AWARDS AWARDS TOTAL
POSITION YEAR ($) (1) ($) ($) ($)(2) ($) ($) ($) ($)(2)(3)
_______________________________________________________________________________________________________________________________
Marcus 2006 -0- -0- -0- $412,748 --- --- --- $412,748
Johnson, prior
President and 2007 $71,250 -0- -0- -0- --- --- --- 71,250
CEO 2008 -0- -0- -0- $87,500 --- --- $71,250 158,750
_______________________________________________________________________________________________________________________________
David
Urquhart,
prior
President and
CEO 2008 $42,000 -0- -0- $175,000 --- --- --- $217,000
_______________________________________________________________________________________________________________________________
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NON-EQUITY NON-QUALIFIED ALL OTHER
INCENTIVE PLAN DEFERRED COMPENSATION
COMPENSATION COMPENSATION
NAME AND STOCK OPTION EARNINGS
PRINCIPAL SALARY BONUS AWARDS AWARDS TOTAL
POSITION YEAR ($) (1) ($) ($) ($)(2) ($) ($) ($) ($)(2)(3)
_______________________________________________________________________________________________________________________________
Thomas 2007 $120,869 -0- -0- -0- --- --- ---- $120,869
Markham, Chief
Geologist 2008 $111,693 -0- -0- $87,500 --- --- ---- 199,193
_______________________________________________________________________________________________________________________________
(1) This amount represents fees accrued and/or paid by us to the Named
Executive Officers during the past year pursuant to consulting services
provided in connection with their respective positions as Chief Executive
Officer and Chief Geologist. During fiscal year ended December 31, 2008, we
paid: (i) $158,750 to Marcus Johnson, our prior President/Chief Executive
Officer represented by the valuation of the grant of 250,000 Stock Options
valued at $87,500 and settlement of the salary accrued and owing from
fiscal year ended December 31, 2007 of $71,250 by the issuance of 356,250
shares of common stock; and (ii) $199,193 to Thomas Markham, our Chief
Geologist, represented by the valuation of the grant of 250,000 Stock
Options valued at $87,500 and salary of $111,693. During fiscal year ended
December 31, 2007, we accrued: (i) $71,250 to Marcus Johnson, our then
President/Chief Executive Officer; and paid: (ii) $120,000 and an
additional $869 in accordance with the 1.5% royalty interest to Thomas
Markham, our then Chief Geologist. During fiscal year ended December 31,
2006, we also paid certain executive officers the following amounts, which
did not exceed $100,000 and, therefore, not required to be disclosed in the
Summary Compensation Table: (i) $60,000 and an additional $4,795 in
accordance with the 1.5% royalty interest to Thomas Markham, our Chief
Geologist; and (ii) $35,000 to Grant Atkins, our previous Chief Financial
Officer.
(2) This amount represents the fair value of these Stock Options at the date of
grant which was estimated using the Black-Scholes option pricing model.
(3) The amount paid to Marcus Johnson during fiscal year ended December 31,
2008 includes the aggregate amount of $71,250 in debt due and owing to Mr.
Johnson by the issuance of 356,250 Pre Reverse Stock Split shares (118,750
post reverse stock split) of our restricted common stock at $0.20 per
share.
STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 2008
The following table sets forth information as at December 31, 2008 relating to
Stock Options that have been granted to the Named Executive Officers:
STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 2008
The following table sets forth information as at December 31, 2008 relating to
Stock Options that have been granted to the Named Executive Officers:
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_________________________________________________________________________________________________________________________
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS STOCK AWARDS
_________________________________________________________________________________________________________________________
Equity Equity
Incentive Incentive
Market Plan Plan
Number Value Awards: Awards:
Equity of of Number Market or
Incentive Shares Shares of Payout
Plan or or Unearned Value of
Awards: Units Units Shares, Unearned
Number of Number of Number of of of Units or Shares,
Securities Securities Securities Stock Stock Other Units or
Underlying Underlying Underlying That That Rights Other
Unexercised Unexercised Unexercised Option Have Have That Rights
Options Options Unearned Exercise Option Not Not Have Not That Have
Exercisable Unexercisable Options Price Expiration Vested Vested Vested Not Vested
Name (#) (#) (#) ($) Date (#) ($) (#) (#)
_________________________________________________________________________________________________________________________
Marcus
Johnson,
prior
President/ 250,000 -0- -0- -0- -0- -0- -0-
CEO
_________________________________________________________________________________________________________________________
Thomas
Markham,
Chief
Geologist 250,000 -0- -0- -0- -0- -0- -0-
_________________________________________________________________________________________________________________________
The following table sets forth information relating to compensation paid to our
directors during fiscal year ended December 31, 2008, 2007 and 2006:
__________________________________________________________________________________________________________
DIRECTOR COMPENSATION TABLE
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned or Incentive Deferred All
Paid in Stock Option Plan Compensation Other
Cash Awards Awards Compensation Earnings Compensation Total
Name ($) ($) ($) ($) ($) ($) ($)
__________________________________________________________________________________________________________
Marcus Johnson,
Chairman
2006 -0- -0- $412,748(3) -0- -0- -0- $412,748
2007 -0- -0- -0- -0- -0- -0- -0-
2008 -0- (1) -0- $ 87,500 -0- -0- -0- $ 87,500
__________________________________________________________________________________________________________
Thomas Markham
2006 $ 64,794 -0- $412,748(3) -0- -0- -0- $477,542
2007 -0- -0- -0- -0- -0- -0- -0-
2008 -0- (2) -0- $ 87,500 -0- -0- -0- $ 87,500
__________________________________________________________________________________________________________
Erik Essinger
2006 $ 97,118 -0- $206,374(3) -0- -0- -0- $303,492
2007 -0- -0- -0- -0- -0- -0- -0-
2008 -0- (4) -0- -0- -0- -0- -0- -0-
__________________________________________________________________________________________________________
Steve Jewett
2006 -0- -0- $ 41,275(3) -0- -0- -0- $ 41,275
2007 -0- -0- -0- -0- -0- -0- -0-
2008 (5) -0- -0- -0- -0- -0- -0- -0-
__________________________________________________________________________________________________________
D. Bruce Horton
2006 -0- -0- $ 41,275(3) -0- -0- -0- $ 41,275
2007 -0- -0- -0- -0- -0- -0- -0-
2008 -0- -0- -0- -0- -0- -0- -0-
__________________________________________________________________________________________________________
David Urquhart
2008 -0- (6) -0- $175,000(3) -0- -0- -0- $175,000
__________________________________________________________________________________________________________
Peter Wilson
2008 -0- (7) -0- -0-(3) -0- -0- -0- -0-
__________________________________________________________________________________________________________
Angelo Viard -0- -0- -0- -0- -0- -0- -0-
__________________________________________________________________________________________________________
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(1) Marcus Johnson received $87,500 during fiscal year ended December 31, 2008
in accordance with settlement of amounts due and owing relating to his
salary as executive compensation by way of issuance of 356,250 shares of
common stock.
(2) Thomas Markham received the $111,693 during fiscal year ended December 31,
2008 and $64,794 during fiscal year ended December 31, 2006 as executive
compensation in connection with his role as our former Chief Geologist.
Thomas Markham resigned from the Board of Directors effective as of April
30, 2008.
(3) This amount represents the fair value of these options at the date of grant
which was estimated using the Black-Scholes option pricing model.
(4) Erik Essiger received $97,118 during fiscal year ended December 31, 2006 as
compensation for services rendered to us in connection with business
related consulting and promotional services performed in Europe on our
behalf.
(5) Stephen Jewett resigned from the Board of Directors effective as of
December 18, 2008.
(6) David Urquhart received $42,000 during fiscal year ended December 31, 2008
as compensation in connection with his role as our prior President/Chief
Executive Officer. Mr. Urquhart resigned from the Board of Directors
effective as of August 8, 2008.
(7) Peter Wilson received $3,000 during fiscal year ended December 31, 2008 as
executive compensation in connection with his role as our President/Chief
Executive Officer commencing September 29, 2008. Mr. Wilson also became a
member of our Board of Directors effective as of September 29, 2008.
EMPLOYMENT AND CONSULTING AGREEMENTS
MARKHAM CONSULTING SERVICES AGREEMENT
On approximately August 1, 2006, we entered into a month-to-month consulting
services agreement with Thomas Markham, our Chief Geologist (the "Markham
Consulting Services Agreement"). In accordance with the verbal terms and
provisions of the Markham Consulting Services Agreement: (i) Mr. Markham shall
provide to us all necessary services and perform all duties associated with his
executive position as Chief Geologist; (ii) we shall pay to Mr. Markham a
monthly fee of $10,000; and (iii) Mr. Markham shall receive a 1.5% royalty
interest in all properties Mr. Markham introduces to us which are subsequently
acquired by us.
During fiscal years ended December 31, 2008 and December 31, 2007, respectively,
we paid an aggregate of $110,000 and $120,000, respectively, to Mr. Markham in
accordance with the monthly fee and an additional $1,693 and $869, respectively,
in accordance with the amounts earned under the royalty interest.
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During fiscal year ended December 31, 2006, we paid an aggregate of $60,000 to
Mr. Markham in accordance with the monthly fee and an additional $4,794 in
accordance with the amounts earned under the royalty interest. Mr. Markham
resigned as our Chief Geologist effective during April 2009.
URQUHART EXECUTIVE SERVICE AGREEMENT
On April 30, 2008, we entered into an executive service agreement with
Westhampton Ltd., an Alberta corporation ("Westhampton") and David Urquhart (the
"Executive Agreement"). In accordance with the terms and provisions of the
Executive Agreement, Mr. Urquhart through Westhampton provided to us such
services as required relating to his executive position as our President and
Chief Executive Officer. In accordance with the further terms and provisions of
the Executive Agreement, we paid to Westhampton a monthly fee of $10,000 and
granted to Mr. Urquhart 500,000 Stock Options exercisable at $1.00 per share for
a ten year period. The Executive Agreement may be terminated by either party
upon thirty days notice.
Effective on August 8, 2008, our Board of Directors accepted the resignation of
David Urquhart as our President/Chief Executive Officer and a director. We
received notice of Mr. Urquhart's resignation approximately September 19, 2008.
The resignation of Mr. Urquhart is not a result of any disagreement between us
or Mr. Urquhart pertaining to matters relating to our operations, policies or
practices. Therefore, the Executive Agreement was terminated effective August 8,
2008.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
As of the date of this Proxy Statement, the following table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Proxy Statement, there are 34,032,392 shares of common stock issued
and outstanding.
PERCENTAGE OF
NAME AND ADDRESS OF AMOUNT AND NATURE OF BENEFICIAL
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(1) OWNERSHIP
________________________________________________________________________________
DIRECTORS AND OFFICERS:
D. Bruce Horton 300,000 (2) Nil
2443 Alder Street
Vancouver, British Columbia
Canada V6H 4A4
Peter Wilson 1,800,000 (3) 5.28%
301-2200 Chippendal Road
West Vancouver, British Columbia
Canada V7S 3J4
William D. Thomas 666,666 (4) 1.17%
3543 Point Grey Road
Vancouver, British Columbia, Canada
Angelo Viard 403,300 (5) Nil
190 Cleaveland Road #3
Pleasant Hill, California 94523
Peter Carpenter 200,000 (6) Nil
142 Evelyn Crescent
Toronto, Ontario, Canada M6P 3E2
John C. Weldy Jr. 200,000 (7) Nil
139 Willow Wood Avenue
Slidell, Louisiana, 70461
All executive officers and
directors as a group (6 persons) 3,369,966 (8) 9.90%
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* Less than one percent.
(1) Under Rule 13d-3, a beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares: (i) voting
power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose
or direct the disposition of shares. Certain shares may be deemed to
be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example,
upon exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the
amount of shares beneficially owned by such person (and only such
person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table
does not necessarily reflect the person's actual ownership or voting
power with respect to the number of shares of common stock actually
outstanding as of the date of this Proxy Statement. As of the date of
this Proxy Statement, there are 34,032,392 shares issued and
outstanding. Beneficial ownership amounts reflect the Reverse Stock
Split.
(2) This figure includes 300,000 Stock Options to purchase 300,000 shares
of our common stock at an exercise price of $1.00 per share expiring
on July 31, 2019.
(3) This figure includes: (1) 1,000,000 shares of common stock; and (ii)
800,000 Stock Options to purchase 800,000 shares of our common stock
at an exercise price of $0.25 per share expiring on July 14, 2019.
(4) This figure includes: (i) 166,666 shares of common stock; and (ii)
500,000 Stock Options to purchase 500,000 shares of our common stock
at an exercise price of $0.25 per share expiring on July 14, 2019.
(5) This figure includes: (i) 3,300 shares of common stock; and (ii)
200,000 Stock Options to purchase 200,000 shares of our common stock
at an exercise price of $0.25 per share expiring on July 14, 2019.
(6) This figure includes 200,000 Stock Options to purchase 200,000 shares
of our common stock at an exercise price of $0.39 per share expiring
on January 8, 2019.
(7) This figure includes: 200,000 Stock Options to purchase 200,000 shares
of our common stock at an exercise price of $0.58 per share expiring
on December 8, 2019.
(8) This figure includes: (i) 169,966 shares of common Stock; and (ii)
2,200,000 Stock Options to purchase 2,200,000 shares of our common
stock.
CHANGES IN CONTROL
We are unaware of any contract, or other arrangement or provision, the operation
of which may at a subsequent date result in a change of control of our company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Except for the transactions described below, none of our directors, officers or
principal stockholders, nor any associate or affiliate of the foregoing, have
any interest, direct or indirect, in any transaction or in any proposed
transactions, which has materially affected or will materially affect us during
fiscal year ended December 31, 2008.
-13-
PRINCIPAL ACCOUNTING FEES AND SERVICES
During fiscal year ended December 31, 2008, we incurred approximately $43,000 in
fees to our principal independent accountant (De Joya Griffith) for professional
services rendered in connection with the audit of our financial statements for
fiscal year ended December 31, 2008 and for the review of our financial
statements for the quarters ended March 31, 2008, June 30, 2008 and September
30, 2008.
During fiscal year ended December 31, 2007, we incurred approximately $42,142 in
fees to our principal independent accountants ($33,142 to Dale Matheson
Carr-Hilton Labonte LLP and $9,000 to De Joya Griffith) for professional
services rendered in connection with the audit of our financial statements for
fiscal year ended December 31, 2007 and for the review of our financial
statements for the quarters ended March 31, 2007, June 30, 2007 and September
30, 2007.
During fiscal year ended December 31, 2008, we did not incur any other fees for
professional services rendered by our principal independent accountant for all
other non-audit services which may include, but is not limited to, tax-related
services, actuarial services or valuation services.
MATTERS TO BE ACTED UPON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Our Bylaws provide authorization to the Board of Directors of the Company to fix
from time to time by resolution that number of directors of the Company.
Directors hold office until their respective successors are elected and
qualified or until their earlier death, resignation or removal. The Board of
Directors intends to appoint the following nominees for director. It is intended
that the proxies solicited hereby will be voted "for" election of the following
nominees unless otherwise specified: (i) Peter Wilson; (ii) D. Bruce Horton;
(iii) John C. Weldy Jr.; (iv) Angelo Viard; and (v) Peter Carpenter. Messrs.
Wilson, Horton, Weldy, Viard and Carpenter are all currently members of the
Board of Directors. For a description of their respective background and
experience, including their respective principal occupations during the past
five years and the name and principal business in which such occupations were
carried on, and the nominating process, please refer to Directors and Executive
Officers; Corporate Governance.
PROPOSAL 2. APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE OUR
AUTHORIZED CAPITAL FROM 66,666,666 TO 400,000,000 SHARES OF $0.001 PAR VALUE
COMMON STOCK.
Our Board of Directors approved an amendment to our Articles of Incorporation to
increase our authorized capital from 66,666,666 shares of common stock to
400,000,000 shares of common stock. The full text of the Amendment to the
Articles of Incorporation is attached to this Proxy Statement as Exhibit A.
-14-
REASONS FOR PROPOSAL
Our Board of Directors believes that the amendment is in the best interests of
our stockholders and us. We believe that the increase is necessary so that we
will have a sufficient number of authorized shares to meet our obligations to
issue additional shares and for future contingencies. The increase in authorized
capital may also be necessary in order to have sufficient shares to issue upon
conversion of notes, exercise of warrants and options.
As of the date of this Proxy Statement, we do not have any specific plans to
issue common stock other than to issue common stock in accordance with private
placement offerings for financing purposes and upon the conversion of notes, the
exercise of warrants and/or stock awards under our 2008 Stock Option Plan.
On December 8, 2009, our Board of Directors authorized the private placement
offering of up to 4,000,000 units at a per unit price of $0.50 (the "Units") for
aggregate proceeds of $2,000,000, with each Unit consisting of one share of our
restricted common stock and one-half of one non-transferrable warrant
exercisable at $1.00 for a period of one year (the "Warrant"). As of the date of
this Proxy Statement, we have received an aggregate of approximately $1,000,000
in subscriptions. Proceeds from the offering will be used for general working
capital purposes and expenses associated with the drilling of one or more of our
wells on the North Fork 3-D property.
INTEREST OF MANAGEMENT IN THE AMENDMENT TO THE ARTICLES OF INCORPORATION
Management does not have a direct or indirect material interest in the proposed
Amendment to the Articles of Incorporation.
PROPOSED CHANGES IN AUTHORIZED CAPITAL
Under the Amendment to the Articles of Incorporation, our authorized capital
stock will be 400,000,000 shares of common stock, with a par value of $0.001 .
Our authorized capital currently consists of 66,666,666 shares of common stock.
Shares of common stock may be issued from time to time as the Board of Directors
may determine. Holders of common stock will be entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefor after any applicable requirements with respect to
preferential dividends have been met. In the event of liquidation, holders of
common stock will be entitled to a proportionate share in any distribution of
our assets after the payment of liabilities and after distribution in full of
preferential amounts, if any. Holders of common stock will not have preemptive
rights. Each share of common stock will be entitled to one vote, and cumulative
voting will not be permitted in the election of directors.
A quorum for the transaction of business at any meeting of the stockholders will
be a majority of the shares entitled to vote. The affirmative vote of the
holders of at least a majority of the shares voted at a meeting of the
stockholders at which a quorum is present will constitute stockholder approval
of matters to be acted upon by the stockholders. However, in the case of a sale
or other transfer of substantially all our assets, liquidation, merger,
consolidation, reorganization, or similar type of extraordinary corporate
transaction with a beneficial owner of 10% or more of such shares, the
affirmative vote of two-thirds of the shares entitled to vote thereon will
constitute approval unless such transaction is with an affiliate or subsidiary,
or the transaction is approved by the affirmative vote of a majority of our
continuing directors. Continuing directors will be those directors who were our
directors prior to the beneficial owner of 10% or more becoming a beneficial
owner or affiliate, or who are designated continuing directors prior to or at
their first election as directors.
Stockholders may act by written consent of a majority of the shares entitled to
vote, subject to any greater voting requirements as set forth above.
OTHER MATTERS
Our Board of Directors knows of no other matters to be acted upon at the
meeting. However, if other matters should come before the Special Meeting, it is
the intention of the proxies to vote each proxy in their discretion on such
matters.
-15-
ANNUAL REPORT
Our annual report filed with the Securities and Exchange Commission on Form 10-K
for the year ended December 31, 2008, which includes audited financial
statements and financial statement schedules, is included in the proxy and
deemed to be a part of the proxy soliciting material. All of our reports filed
pursuant to the Securities Exchange Act of 1934 together with the exhibits
thereto are available without charge on the database of the Securities and
Exchange Commission at www.sec.gov/edgar.
STOCKHOLDER PROPOSALS FOR THE NEXT SPECIAL MEETING
Under Rule 14a-8 of the Securities and Exchange Commission, proposals by
stockholders intended for inclusion in our Proxy Statement at our next Special
Meeting must be received by February 5, 2010 in order to be considered for
inclusion in our proxy materials. Proposals must be addressed to President,
Morgan Creek Energy Corp., 5050 Quorum Drive, Suite 700, Dallas, Texas 75254.
Under Rule 14a-4 of the Securities and Exchange Commission, for all other
proposals by stockholders to be timely, a stockholder's notice must be delivered
to, or mailed and received at, our principal executive offices not later than
February 5, 2010. If a stockholder fails to so notify us of any such proposal
prior to such date, management will be allowed to use their discretionary voting
authority with respect to proxies held by management if the proposal is raised
at the Special Meeting, without any discussion of the matter in our Proxy
Statement.
________________________________________________________________________________
-16-
EXHIBIT A
AMENDMENT TO
ARTICLES OF INCORPORATION
OF
MORGAN CREEK ENERGY CORP.
Pursuant to the provisions of the Nevada Revised Statutes, as amended, the
undersigned corporation enacts the following Amendment to the Articles of
Incorporation:
1. The name of the corporation is:
MORGAN CREEK ENERGY CORP.
2. The following amendment to the Articles of Incorporation was approved by the
directors on the 19th day of October, 2009.
o Paragraph 3 of the Articles of Incorporation shall be deleted in its
entirety and Paragraph 3 shall be as follows:
"The aggregate number of share of all classes of shares which
the Corporation shall have authority to issue is 400,000,000 shares of
common stock, $0.001 par value."
3. The number of shares outstanding at the time of the adoption of the amendment
was 34,032,392 shares of common stock. The total number of shares voting in
favor of such amendment was _______.
4. The effective date of this Amendment to the Articles of Incorporation shall
be upon filing.
_______________________________________________________________________________
-17-
MORGAN CREEK ENERGY CORP.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Morgan Creek Energy Corp. (the "Company") hereby
constitutes and appoints Peter Wilson with power of substitution, as proxy (the
"Proxy") to represent the undersigned at the Special Meeting of stockholders of
the Company to be held at 2:00 p.m., Central Time, on Wednesday, February 10,
2010, at the Company's offices, 5050 Quorum Drive, Suite 700, Dallas, Texas
75254 and at any adjournment(s) thereof (the "Meeting"), and to vote the number
of shares the undersigned would be entitled to vote if present in person as
specified on the following matters and otherwise in their discretion.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES AND
FOR THE APPROVAL OF PROPOSALS 1 AND 2.
1. To elect a director to the Company's Board of Directors as follows:
[ ] FOR all nominees listed below, except "WITHHOLD AUTHORITY" as to
Peter Wilson
D. Bruce Horton
John C. Weldy Jr.
Angelo Viard
Peter Carpenter
Note: To withhold authority to vote for a nominee, strike out the nominee's
name. If you do not strike out the name your proxy will be voted "for" each
nominee above.
2. To approve the Amendment to the Articles of Incorporation to increase our
authorized common stock to 400,000,000 shares of common stock, par value $0.001.
[ ]FOR approval [ ] AGAINST approval [ ] ABSTAIN
-18-
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. YOU MAY REVOKE THE PROXY
BEFORE IT IS VOTED BY WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY
ISSUING A LATER PROXY, OR BY VOTING IN PERSON AT THE SPECIAL MEETING.
Please mark, date, sign and return this proxy as soon as possible in the
enclosed envelope. For a corporation, limited liability company, partnership,
attorney-in-fact, executor, administrator, trustee, guardian and the like,
please indicate the capacity in which you are authorized to vote on behalf of
the other person or entity, as the case may be. For joint tenants, both should
please sign.
Please sign below
X
__________________________________________________
Please indicate signature capacity below -Or- Other joint tenant please sign
below
X
__________________________________________________
Please date: __________________
[ ] PLEASE CHECK IF YOU PLAN TO ATTEND THE MEETING.
================================================================================
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