Attached files
Exhibit
99.1(b)
March 4,
2010
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS OF ADVENTURE ENERGY, INC.
TO ALL
SHAREHOLDERS:
NOTICE is
hereby given to you pursuant to Article.4 of the By-Laws of a Special Meeting of
Shareholders of Adventure Energy, Inc. (the “Corporation”) to be held at 33
6th
Street, Suite 600, St. Petersburg, Florida 33701 on Friday, March 19, 2010 at
1:00 p.m. Eastern Standard Time. Shareholders, in person or by proxy,
may vote for or against the following proposals to be considered at the meeting
by voting on the Ballot enclosed with this Notice (1) at the meeting or (2) by
fax by sending the completed Ballot to 815-846-0755 or (3) by emailing on or
before March 19, 2010 whether they are “For” or “Against” the proposals set
forth below to info@adventureenergy.com.
The
following proposals will be considered and voted upon at the Special
Meeting:
PROPOSALS:
1. To
approve a share exchange between the Corporation and Wilon Resources, Inc., a
Tennessee corporation (“Wilon”) whereby the Corporation will acquire all of the
outstanding shares of Wilon and hold such Company as a wholly-owned
subsidiary. For each share of common stock of Wilon to be exchanged,
Adventure Energy will issue one share of the Corporation’s common stock plus one
warrant to purchase one additional share of common stock of the Corporation at
an exercise price of $.25 (25 cents) per share to be exercisable for a period of
5 years from the date of issue.
The
Corporation will further enter into a Registration Rights Agreement with Wilon
whereby it will agree to use its best efforts within 60 days after adoption of
the Plan of Exchange by the shareholders of the Corporation and Wilon to
register all of the shares exchanged for Wilon shares and all of the shares
underlying the warrants to be issued to Wilon shareholders.
Upon
approval of this Resolution by the shareholders of the Corporation and Wilon,
the Corporation and Wilon will enter into a definitive Agreement and Plan of
Share Exchange that contains standard representations and warranties appropriate
to the contemplated transaction. By approving this Resolution, the
shareholders authorize the President of the Corporation and its other officers
to take all necessary and advisable actions to effect the transactions
contemplated by the Plan of Exchange and to execute all documents necessary to
accomplish such transactions and to make all changes and modifications to the
Plan of Exchange that may be advisable and which do not conflict with applicable
law.
Adoption
of this proposal will result in the issuance of approximately 30,000,000 shares
of the Corporation’s common stock to the shareholders of Wilon (approximately
60,000,000 if all the warrants should be exercised) and in a dilution of
ownership with respect to the current shareholders of the
Corporation. In return, the Corporation will own all of the current
assets and business of Wilon. The Board of Directors has concluded
that the share exchange is in the best interests of the Corporation and has
voted in favor of the Plan of Share Exchange subject to the vote of the
shareholders.
Wilon
Resources, Inc. engages in the exploration, production and delivery of natural
gas and operates in the Appalachian Basin and principally in West Virginia where
it has leaseholds aggregating an approximate 12,000 acres and 120 natural gas
wells and 5 oil wells.
SHAREHOLDERS SHOULD NOTE THAT WAYNE
ANDERSON, PRESIDENT OF THE CORPORATION AND CHAIRMAN OF ITS BOARD OF DIRECTORS
BENEFICIALLY OWNS OR CONTROLS 3,700,083 SHARES OF THE CORPORATION (15.3% OF THE
ISSUED AND OUTSTANDING SHARES OF THE CORPORATION) AND ALSO BENEFICIALLY OWNS OR
CONTROLS 13,983,334 SHARES OF WILON (29.1% OF THE ISSUED AND OUTSTANDING SHARES
OF WILON). IF THE PLAN OF SHARE EXCHANGE IS APPROVED BY THE SHAREHOLDERS, MR.
ANDERSON WILL OWN 17,683,417 SHARES OF THE CORPORATION AND HIS PERCENTAGE OF
OWNERSHIP WILL CHANGE FROM 15.3% TO 24.1 % OF THE CORPORATIOPN AND BE SUBJECT TO
FURTHER ADJUSTMENT DEPENDING UPON THE EXERCISE OF THE
WARRANTS.
2. To
approve an Amendment to the Corporation’s Articles of Incorporation to change
the name of the Corporation to US Natural Gas Corp. Approval of this
proposal will permit the Corporation to operate under a name more suitable to
the business in which it will engage and give the Corporation more flexibility
in developing its business.
3. To
approve an Amendment to the Corporation’s Articles of Incorporation to delete
Article 8 thereof which states that “all of the shares of the Corporation may be
subject to a Shareholders’ Restrictive Agreement.” No such agreement
was ever entered into by the Shareholders and there is no current intent to
enter into any such agreement at the present time. Approval of this
proposal will remove an extraneous provision from the Articles of Incorporation
and reduce the possibility of confusion in the future.
Only
shareholders of record as of the close of business, February 25, 2010 are
entitled to Notice of and to vote at the Special Meeting. A Complete
list of shareholders entitled to vote at the Special Meeting will be available
for examination by any shareholder at the Special Meeting. Your vote
is important.
| /s/ Wayne Anderson | |||
| Wayne Anderson, Chairman | |||
|
On
Behalf of the Board of Directors
|
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| March 4, 2010 | |||