Definitive Proxy Statement as filed September 7, 2006
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14a-12
SOVEREIGN EXPLORATION ASSOCIATES INTERNATIONAL INC
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
__________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
__________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
__________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
5) Total fee paid:
__________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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SOVEREIGN EXPLORATION ASSOCIATES INTERNATIONAL INC
503 Washington Avenue, Suite 2D
Newtown, Pennsylvania 18940
(215) 968-0200
NOTICE OF MEETING OF SHAREHOLDERS
September 8, 2006
To the Shareholders of Sovereign Exploration Associates International Inc.:
A Special Meeting of the Shareholders of Sovereign Exploration Associates
International Inc. (the "Corporation") will be held at the offices of Stradley
Ronon Stevens & Young, LLP, 2600 One Commerce Square, Philadelphia, PA 19103, on
September 20, 2006, at 2 p.m. Eastern Time.
At the Special Meeting, Shareholders of the Corporation will vote on a proposal
to withdraw the Corporation's election to be a business development company
under the Investment Company Act of 1940 by filing Form N-54C with the
Securities and Exchange Commission.
This is not the Annual Meeting of the Corporation's Shareholders. The
Corporation intends to call a Special Meeting in Lieu of Annual Meeting
following the availability of its Annual Report for the fiscal year ended June
30, 2006.
By Order of the Board of Directors,
Barry Gross
Secretary
Please sign and promptly return the proxy card in the enclosed self-addressed
envelope regardless of the number of shares you own.
SOVEREIGN EXPLORATION ASSOCIATES INTERNATIONAL INC.
503 Washington Avenue, Suite 2D
Newtown, Pennsylvania 18940
(215) 968-0200
PROXY STATEMENT
September 8, 2006
Sovereign Exploration Associates International Inc., a Utah corporation (the
"Corporation"), is mailing this Proxy Statement on or about September 8, 2006,
to holders of record of the Corporation's Common Stock, par value $.001 per
share ("Common Stock"), at the close of business on September 1, 2006, in
connection with the solicitation by the Board of Directors of the Corporation of
a proxy in the enclosed form for the Special Meeting of Shareholders to be held
on September 20, 2006 (the "Special Meeting").
A proxy card is enclosed for your use. YOU ARE REQUESTED TO SIGN, DATE AND
RETURN THE PROXY CARD IN THE ACCOMPANYING ENVELOPE, which requires no postage if
mailed in the United States.
The purpose of the Special Meeting is to consider a proposal (the "Proposal")
for the Corporation to withdraw its election to be a business development
company ("BDC") under the Investment Company Act of 1940 ("1940 Act"), for the
reasons set forth more fully below. The Corporation intends to file a Form N-54C
to withdraw its BDC election promptly after the Special Meeting. Following the
withdrawal of the election, the Corporation will continue to be a reporting
company under the Securities Exchange Act of 1934 (the "1934 Act"), but will be
managed so that it will not be subject to the provisions of the 1940 Act. The
Board of Directors is not aware of any other business that will come before the
Special Meeting, but if any such matters are properly presented, the proxies
solicited hereby will be voted in accordance with the best judgment of the
persons holding the proxies.
The Special Meeting is not a meeting in lieu of the Corporation's Annual
Meeting, and Directors will not be elected at the Special Meeting. The Board of
Directors intends to call a Special Meeting in Lieu of the Annual Meeting
following the availability of the Corporation's Annual Report. The deadline for
submitting shareholder proposals for inclusion in the Corporation's proxy
statement and form of proxy for the Special Meeting in Lieu of the Annual
Meeting is September 28, 2006.
If no instructions are specified on the proxy, shares represented thereby will
be voted for the Proposal. Any shareholder who has given a proxy may revoke the
proxy by executing a proxy bearing a later date or by delivering written notice
of revocation of the proxy to the Secretary of the Corporation at the
Corporation's executive offices at any time prior to the meeting or any
postponement or adjournment thereof. Any shareholder who attends in person the
Special
Meeting or any postponement or adjournment thereof may revoke any proxy
previously given and vote by ballot. Under Utah Law, no shareholder of the
Corporation is afforded dissenters' or appraisal rights as a result of the
approval of the Proposal.
As of August 21, 2006, there were 26,203,166 shares of Common Stock outstanding.
Each share is entitled to one vote. Under the 1940 Act, approval of the Proposal
requires the approval (A) of 67% or more of the shares of Common Stock present
at the Special Meeting, if the holders of more than 50% of the outstanding
shares of Common Stock are present or represented by proxy, or (B) of more than
50% of the outstanding shares of Common Stock, whichever is less. Abstentions
and broker non-votes will have the same effect as votes against the Proposal.
Holders of approximately 90% of the outstanding shares of Common Stock have
agreed to vote in favor of the Proposal. The approval of the Proposal,
therefore, is not in doubt.
The Corporation will bear the expenses relating to this Proxy Statement,
including expenses in connection with preparing, printing and mailing this Proxy
Statement and all documents that now accompany or may in the future supplement
it. The Corporation estimates these expenses at $15,800. Banks, brokers and
other custodians, nominees and fiduciaries will be reimbursed by the Corporation
for their reasonable expenses for sending this Proxy Statement to the beneficial
owners of the Common Stock. Only one Proxy Statement is being delivered to
multiple shareholders sharing an address, unless we have received contrary
instructions from one or more of the shareholders. We will undertake to deliver
promptly upon written or oral request a separate copy of the Proxy Statement to
a shareholder at a shared address to which a single copy of the Proxy Statement
was delivered. You may make a written or oral request by sending a written
notification to our principal executive offices stating your name, your shared
address, and the address to which we should direct the additional copy of the
Proxy Statement or by calling our principal executive offices. If multiple
shareholders sharing an address have received one copy of this Proxy Statement
and would prefer us to mail each shareholder a separate copy of future mailings,
you may send notification to or call our principal executive offices.
Additionally, if current shareholders with a shared address received multiple
copies of this Proxy Statement and would prefer us to mail one copy of future
mailings to shareholders at the shared address, notification of that request may
also be made by mail or telephone call to our principal executive offices.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 21, 2006, the beneficial ownership
of the Corporation's Common Stock (i) by any person or group known by the
Corporation to beneficially own more than 5% of the outstanding Common Stock,
(ii) each Director and executive officer, and (iii) by all Directors and
officers as a group.
---------------------- ----------------- -------------------
Number of Percent of
Name and Address(1) Shares Outstanding Shares
---------------------- ----------------- -------------------
Robert D. Baca 11,864,790(2) 45.3%
President, Chief
Executive Officer and
Director
---------------------- ----------------- -------------------
John Barr -0- *
Director
---------------------- ----------------- -------------------
James Cavan 7,242 *
Vice President
---------------------- ----------------- -------------------
2
---------------------- ----------------- -------------------
Kevin J. Conner 4,800 *
Director
---------------------- ----------------- -------------------
Donald G. Conrad 220,000 *
Director
---------------------- ----------------- -------------------
Barry Gross 11,822,582(3) 45.1%
Vice President and
Secretary
---------------------- ----------------- -------------------
Peter Knollenberg 11,815,368(4) 45.1%
Chairman and Director
---------------------- ----------------- -------------------
Curtis R. Sprouse 11,824,725(5) 45.1%
Chief Operating
Officer
---------------------- ----------------- -------------------
All Executive 23,957,067(6) 91.5%
Officers and Directors
as a Group
---------------------- ----------------- -------------------
Sea Hunt, Inc. 11,791,368 45.0%
120 Alpine Road
West Palm Beach, FL
33405
---------------------- ----------------- -------------------
Sovereign Marine 11,791,368 45.0%
Explorations, Inc.
503 Washington
Avenue, Suite 2D
Newtown, PA 18940
---------------------- ----------------- -------------------
* Denotes less than 1%
(1) The address for each Director and executive officer is c/o Sovereign
Exploration Associates International Inc., 503 Washington Avenue, Suite 2D,
Newtown, PA 18940.
(2) Includes 73,422 shares owned directly and 11,791,368 shares as to which Mr.
Baca may be deemed to have beneficial ownership by reason of his status as
a director and officer of Sovereign Marine Explorations, Inc. ("SME"). Mr.
Baca disclaims beneficial ownership of shares held by SME.
(3) Includes 31,214 shares owned directly and 11,791,368 shares as to which Mr.
Gross may be deemed to have beneficial ownership by reason of his status as
a director and officer of SME. Mr. Gross disclaims beneficial ownership of
shares held by SME.
(4) Includes 24,000 shares owned directly and 11,791,368 shares as to which Mr.
Knollenberg may be deemed to have beneficial ownership by reason of his
status as president, director, and sole shareholder of Sea Hunt, Inc.
(5) Includes 13,653 shares owned directly, 19,704 shares held through the
Boston Market Strategies, Inc. Employee Profit Sharing Plan, and 11,791,368
shares as to which Mr. Sprouse may be deemed to have beneficial ownership
by reason of his status as a director and officer of SME. Mr. Sprouse
disclaims beneficial ownership of shares held by SME.
(6) Includes 11,791,368 shares that may be beneficially owned by directors and
officers of SME, each of whom disclaims beneficial ownership of such
shares; 11,791,368 shares beneficially owned by Mr. Knollenberg as
president, director, and sole shareholder of Sea Hunt, Inc.; and 19,704
shares beneficially owned by Mr. Sprouse through the Boston Market
Strategies, Inc. Employee Profit Sharing Plan.
CHANGE IN CONTROL OF THE CORPORATION
There was a change in control of the Corporation on October 17, 2005 (the
"Change in Control"). The Corporation, then known as CALI Holdings, Inc., on
that date entered into an Exchange Agreement (the "Exchange Agreement") with
Sovereign Exploration Associates International, Inc., a Pennsylvania corporation
now known as Historic Discoveries, Inc. ("Historic Discoveries"). The Exchange
Agreement provided that Historic Discoveries would contribute 100% of its
capital stock to the Corporation in exchange for 90% of the capital stock of the
Corporation. As a result, the former shareholders of Historic Discoveries gained
a controlling interest in the Corporation. In addition, all of the Directors of
the Corporation resigned and new Directors took office. Historic Discoveries
intended, by entering into the transaction, to improve its ability to raise
funds for its marine recovery and explorations business
3
in the capital markets.
As a result of the transaction, the Corporation gained indirect beneficial
ownership of Historic Discoveries' wholly-owned subsidiaries, Artifact Recovery
& Conservation Inc. ("ARC") and Sea Research, Inc. ("SRI"). Both ARC and SRI
seek to identify and recover artifacts from historical shipwrecks dating from
1500 to 1900. The value of ARC and SRI consisted primarily of their ownership of
rights to recover artifacts from shipwrecks, their ownership of artifacts
recovered to date, and their intellectual property rights with respect to
historically significant or interesting shipwrecks. At the time of the Change in
Control, ARC, through its role as managing member of limited liability companies
formed to recover artifacts from specific sites, had rights to recover artifacts
from five shipwreck sites. ARC had already recovered substantial artifacts from
Le Chameau, a French ship lost off Cape Lorembec, Cape Breton Island, Nova
Scotia in 1725. The Chameau carried extensive ladings of specie, military
supplies, trade-goods and commercially-consigned freight, as well as the
personal effects of wealthy passengers. ARC had also identified other historic
shipwrecks, including a tentative identification (since confirmed) of the wreck
of the HMS Fantome near Prospect, Nova Scotia in 1814. The Fantome is a
particularly historically significant ship, as it is believed to have carried
plunder from the August 1814 sack of Washington in the War of 1812. SRI held
rights to seven shipwreck sites, several of which are believed to have multiple
ships of Spanish, French and British origin. The ships are believed to have
contained diverse cargoes, including money, bullion, religious and military
artifacts, jewelry and other personal items. None of the SRI sites had as yet
been developed. For accounting purposes, the Corporation assigned a fair value
of $1,861,410 to Historic Discoveries. However, this valuation is subject to
uncertainty that could result in a higher or a lower valuation.
The Exchange Agreement provided that at a future point, but in no event later
than April 1, 2006, the Corporation would conduct a reverse stock split,
following which Historic Discoveries would have 90% ownership of the
Corporation. The reverse stock split and issuance of shares to the former
shareholders of Historic Discoveries were effected on January 17, 2006. The
share issuance was calculated as follows:
-------------------------------------------------------- ------------------
Shares of Common Stock outstanding on October 17, 2005 2,520,303,997
-------------------------------------------------------- ------------------
Shares of Common Stock issued as consideration for the 100,000,000
acquisition of Sea Quest, Inc. on December 26, 2005
-------------------------------------------------------- ------------------
Shares of Common Stock outstanding on January 16, 2006 2,620,303,997
-------------------------------------------------------- ------------------
Shares of Common Stock issued on January 17, 2006, to 23,582,735,973
shareholders of Historic Discoveries
-------------------------------------------------------- ------------------
Shares of Common Stock outstanding on January 17, 26,203,039,970
2006, before reverse stock split
-------------------------------------------------------- ------------------
Shares of Common Stock outstanding on January 17, 26,203,040
2006, after 1-for-1000 reverse stock split
-------------------------------------------------------- ------------------
Shares of Common Stock issued to shareholders of 23,582,736
Historic Discoveries, after effect of 1-for-1000 reverse
stock split (i.e., 90% of outstanding Common Stock)
---------------------------------------------------------- --------------------
The Corporation on January 17, 2006, also canceled all outstanding shares of
preferred stock.
4
All holders of outstanding preferred stock were parties to the Settlement
Agreement discussed below and have no further claims with respect to their
holdings of preferred stock.
Sea Hunt, Inc. ("Sea Hunt") and Sovereign Marine Explorations, Inc., the former
shareholders of Historic Discoveries, currently each own approximately 45.0% of
the outstanding Common Stock. Peter Knollenberg, the Chairman of the
Corporation, is the president and sole shareholder of Sea Hunt, and Robert D.
Baca, the President and Chief Executive Officer of the Corporation, is the chief
financial officer and a director of Sovereign Marine Explorations, Inc.
Approximately 90.4% of the outstanding Common Stock is owned by Mr. Baca, Mr.
Knollenberg, Sea Hunt and Sovereign Marine Explorations, Inc. in the aggregate.
Immediately prior to and in connection with the entry into the Exchange
Agreement, the Corporation disposed of substantially all of its assets. The
Corporation sold nine Limited Partnership Units in KMA Capital Partners Ltd. to
Kairos Holdings, Inc. for a total consideration of $10, and it sold its
interests in six portfolio companies, its brokerage account at NevWest, three
notebook computers, furniture and fixtures, and office and computer equipment to
KMA Capital Partners Ltd. Inc. of Texas for a total consideration of $10. The
Corporation realized losses of $2,525,274 on these divestitures. The Corporation
does not have sufficient information to determine the value of the assets sold
or the validity of the transactions. The Corporation has sought further
information on these transactions from the purchasers and prior management, but
its efforts to date have been unsuccessful. The Corporation retained its
interest in one portfolio company, Gold Coast Records, LLC, which the
Corporation currently carries at a fair value of zero, as well as prepaid legal
fees and security deposits of $7,375.
Prior to the Change in Control, the Corporation was controlled by its
management, including James E. Jenkins, its President and Chief Executive
Officer, and Charles Giannetto, its Secretary and General Counsel. The
Corporation was a party to executive management contracts with Mr. Jenkins and
Mr. Giannetto. In addition, the Corporation was a party to a consulting contract
with KMA Capital Partners Ltd. ("KMA"). In consideration of the termination of
the executive management contracts and the consulting contract, Historic
Discoveries agreed to pay to Mr. Jenkins, Mr. Giannetto, and KMA an aggregate of
$600,000 and to provide them with 5% of the Corporation's Common Stock. Sea Hunt
paid Mr. Jenkins, Mr. Giannetto, and KMA $300,000 at the closing of the Exchange
Agreement. As noted above, Sea Hunt holds 45% of the outstanding Common Stock,
and its president and sole shareholder, Mr. Knollenberg, is the Chairman of the
Corporation. In addition, Mr. Knollenberg provided Mr. Jenkins, Mr. Giannetto,
and KMA with, and subsequently paid, a note for the remaining $300,000. Because
the underlying obligations to Mr. Jenkins, Mr. Giannetto, and KMA were
obligations of the Corporation, the Corporation has booked payables of $600,000,
which remain outstanding, to Sea Hunt and Mr. Knollenberg in consideration of
their payment of these amounts.
Following the Change in Control, certain disputes arose between the Corporation
and Mr. Jenkins, Mr. Giannetto, and KMA. As a result of these disputes, the
Corporation did not issue any Common Stock to Mr. Jenkins, Mr. Giannetto, or
KMA, and they commenced an arbitration proceeding against the Corporation. The
Corporation and Mr. Jenkins, Mr. Giannetto, KMA, KMA Capital Partners, Inc., and
CF Holdings, LLC (collectively, the "Former Management Parties") on June 30,
2006, entered into a Settlement Agreement and General Release (the
5
"Settlement Agreement") in order to reach a comprehensive resolution of their
disputes. The Settlement Agreement provides that the Former Management Parties
release all claims that they may have against the Corporation, its parents,
subsidiaries, affiliates, predecessors, successors, assigns, partners, agents,
representatives, and attorneys (collectively, "affiliated parties") and that the
Corporation releases all claims it may have against the Former Management
Parties and their respective affiliated parties. The Settlement Agreement also
provides that the Corporation will issue 303,333 shares of Common Stock to KMA
Capital Partners, Inc. (the successor by merger to KMA), 303,333 shares of
Common Stock to Mr. Jenkins, and 303,334 shares of Common Stock to Mr.
Giannetto. Because of concerns as to the legality of such issuance by a BDC,
such shares have not yet been issued. The Corporation intends to issue these
shares following the withdrawal of its election to be a BDC.
REASONS FOR CEASING TO BE A BUSINESS DEVELOPMENT COMPANY
Following the Change in Control, management has determined that many of the
regulatory, financial reporting and other requirements imposed by the 1940 Act
are too restrictive and prevent the Corporation from operating in the manner in
which it desires. Among these restrictions are the following:
o A BDC is an investment company and is engaged in the business of investing,
reinvesting, owning, holding, or trading in securities. The Corporation
instead intends to carry on its marine recovery and explorations business
through subsidiaries and controlled companies.
o In carrying on its business, the Corporation from time to time expects to
enter into joint venture and other transactions with affiliates, subject to
the oversight and approval of the Board of Directors. BDCs generally are
unable to enter into such transactions without the approval of the
Securities and Exchange Commission (the "SEC"), and such approvals
generally cannot be obtained without undue time and expense.
o BDCs are subject to restrictions in the 1940 Act on the type and amount of
securities, other than Common Stock, that they can issue. The Corporation
believes that it would be better served by greater flexibility in its
capital structure.
o The closely regulated nature of BDCs causes them to be subject to greater
legal and accounting expenses.
o Because of restrictions on the Corporation's ability to issue stock, it is
unable to comply with the Settlement Agreement while it is a BDC. The
Corporation believes that the comprehensive settlement embodied in the
Settlement Agreement is in the Corporation's best interests.
The Corporation's Board of Directors agreed with management's assessment and
determined that it was no longer feasible for the Corporation to operate as a
BDC. The appropriate course of action is to withdraw the Corporation's election
to be regulated as a BDC by filing a Form N-54C with the SEC. Following the
withdrawal of the election, the Corporation will continue to be a reporting
company under the 1934 Act, but will be managed so that it will not be subject
to the
6
provisions of the 1940 Act.
EFFECT ON SHAREHOLDERS
Upon the Corporation's withdrawal of its election to be treated as a BDC, the
Corporation would no longer be subject to regulation under the 1940 Act, which
is designed to protect the interests of investors in investment companies.
Specifically, our shareholders would no longer have the following protections of
the 1940 Act:
- We would no longer be subject to the requirement in Section 61 of the 1940 Act
that we maintain a ratio of assets to senior securities (such as senior debt or
preferred stock) of at least 200%.
- We would no longer be prohibited from protecting any director or officer
against any liability to the Corporation or our shareholders arising from
willful malfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of that person's office.
- We would no longer be required to provide and maintain a bond issued by a
reputable fidelity insurance company to protect us against larceny and
embezzlement.
- We would no longer be required to ensure that a majority of our directors are
persons who are not "interested persons," as that term is defined in section 56
of the Investment Company Act, and certain persons that would be prevented from
serving on our board if we were a BDC (such as investment bankers) would be able
to serve on our board.
- We would no longer be subject to provisions of the 1940 Act regulating
transactions between BDCs and certain affiliates.
- We would no longer be subject to provisions of the 1940 Act restricting our
ability to issue shares, warrants and options.
- We would be able to change the nature of our business and fundamental
investment policies without having to obtain the approval of our shareholders.
EFFECT ON FINANCIAL STATEMENTS AND TAX STATUS
The election to withdraw the Corporation as a BDC under the 1940 Act results in
a significant change in the Corporation's required method of accounting. BDC
financial statement presentation and accounting utilizes the value method of
accounting used by investment companies, which allows BDCs to recognize income
and value their investments at market value as opposed to historical cost.
Operating companies use either the fair-value or historical-cost methods of
accounting for financial statement presentation and accounting for securities
held, depending on how the investment is classified and how long the company
intends to hold the investment. Because of an absence of reliable market data as
to the value of its assets, the
7
Corporation has used historical cost as a proxy for fair value. Accordingly, the
Corporation does not expect the change in valuation to have any material impact
on the reported value of the Corporation's assets on the day we withdraw our BDC
election. In the future, however, changing our method of accounting could reduce
the market value of our investments in privately held companies by eliminating
our ability to report an increase in value of our holdings as they occur. Also,
as an operating company, we would have to consolidate our financial statements
with subsidiaries, thus eliminating the portfolio company reporting benefits
available to BDCs.
The Corporation does not believe that the withdrawal of its election to be
treated as a BDC will have any impact on its federal income tax status, since we
never elected to be treated as a regulated investment company under Subchapter M
of the Internal Revenue Code. (Electing treatment as a regulated investment
company under Subchapter M generally allows a qualified investment company to
avoid paying corporate level federal income tax on income it distributes to its
shareholders.) Instead, we have always been subject to corporate level federal
income tax on our income (without regard to any distributions we make to our
shareholders) as a "regular" corporation under Subchapter C of the Code.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
In connection with the contribution of ARC and SRI to the Corporation's
wholly-owned subsidiary Historic Discoveries, the Corporation and Historic
Discoveries agreed to distribute 20% of the net profits arising out of the
exploitation of permits, licenses, finder fees rights, contracts and other
rights (collectively, "permits") held by ARC to its former corporate parent,
SME, and to distribute 20% of the net profits arising out of the exploitation of
permits held by SRI to its former corporate parent, Sea Hunt, Inc. Because these
former corporate parents are affiliated persons of the Corporation, there are
substantial questions as to the validity of these profit-sharing arrangements
under the 1940 Act. No profits have in fact been shared to date. The
Corporation's withdrawal of its BDC election should remove questions as to the
arrangements' legality going forward.
Further Information. We are subject to the information and reporting
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance with that Act, we file periodic reports, documents and other
information with the SEC relating to our business, financial statements and
other matters. These reports and other information may be inspected in person
and are available for copying at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. (upon payment of any applicable fees). Our SEC
filings are also available to the public on the SEC's website -
http://www.sec.gov - through the EDGAR system.
The Corporation will furnish, without charge, a copy of its most recent Annual
Report on Form 10-K and a copy of its most recent Quarterly Report on Form 10-Q
to any shareholder on request. You may obtain these documents by calling Mary
Joan Nappi, Administrative Assistant to the Chief Operating Officer, at (215)
968-0200 collect.
8
SOVEREIGN EXPLORATION ASSOCIATES INTERNATIONAL INC.
503 Washington Avenue, Suite 2D
Newtown, Pennsylvania 18940
PROXY CARD FOR SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 20, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Undersigned hereby revokes all previous proxies for his/her shares and
appoints Robert D. Baca and Curtis R. Sprouse, and either of them (with full
power to act alone), as Proxies of the undersigned, each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated on this Proxy Card, all shares of Common Stock of Sovereign
Exploration Associates International Inc. (the "Corporation") held of record by
the undersigned on the record date of September 1, 2006, at a Special Meeting of
Shareholders to be held on September 20, 2006 at 2 p.m. Eastern Time at the
offices of Stradley Ronon Stevens & Young, LLP, 2600 One Commerce Square,
Philadelphia, PA 19103, and at any postponements or adjournments thereof, all as
in accordance with the Notice of Special Meeting of Shareholders and Proxy
Statement furnished with this Proxy.
(Continued and to be signed on the reverse side)
SPECIAL MEETING OF SHAREHOLDERS OF
SOVEREIGN EXPLORATION ASSOCIATES INTERNATIONAL INC.
SEPTEMBER 20, 2006
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO WITHDRAW
THE CORPORATION'S ELECTION TO BE A BUSINESS DEVELOPMENT COMPANY.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
--------------------------------------------------------------------------------
1. To approve the FOR AGAINST ABSTAIN In their discretion, the Proxies are
Corporation's proposal to authorized to vote upon such other
withdraw its election to be matters as may properly come before
a Business Development the meeting and at any postponements
Company under the or adjournments thereof.
Investment Company Act of
1940. This proxy when properly executed will
be voted in the manner directed by the
stockholder. If no direction is made
on this Proxy Card, this Proxy will be
voted FOR the withdrawal of the
Corporation's election to be a business
development company and in accordance
with the instructions of the Board of
Directors on all other matters which
may properly come before the meeting.
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box at right and indicate your new address in the
address space above. Please note that changes to the
registered name(s) on the account may not be submitted
via this method. [_]
--------------------------------------------------------- --------
Signature of Signature of
Shareholder Date Shareholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.