WSHA
.015/.03
January 22, 2005 at 10:00 a.m.
FILING
WESTSPHERE ASSET CORPORATION, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 7, 2004
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Meeting”) of Westsphere Asset Corporation, Inc. (the “Corporation”) will be held on January 22, 2005 at 10:00 a.m. at 2140 Pegasus Way N.E. Calgary, Alberta, T2E 8M5 for the following purposes:
1.
to elect six members of the Board of Directors for the ensuing year;
2.
to appoint the auditors for the Corporation and to authorize the Directors to fix their remuneration;
3.
to approve the distribution of a portion of the issued and outstanding shares of the Corporations wholly-owned subsidiary, Vencash Capital Corporation, to the Corporations shareholders on a pro rata basis, as of a record date of October 1, 2004;
4.
to ratify and approve the terms, rights and preferences of the Corporation's preferred stock which class of stock was previously approved by the shareholders of the Corporation as described in the attached Proxy Statement;
5.
to approve a reverse split of the Corporation’s issued and outstanding shares of common stock at a rate of twenty to one (20:1), with all fractional shares rounded up to the next whole number with the Corporation’s total number of authorized shares of common stock following the reverse split set at twenty to one (20:1);
6.
to approve a stock option or stock award plan for the independent members of the Board of Directors for a total number of 750,000 shares; and
7.
to transact such other business as may properly be brought before the Meeting or any adjournment thereof.
Please refer to the enclosed Proxy Statement and related materials. A copy of the Annual Report to Shareholders on Form 10-KSB is also enclosed.
DATED at Calgary, Alberta this 7 th day of December, 2004
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas N Mac Donald
Douglas N. Mac Donald
President and Chief Executive Officer
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Please look at items 3 and 5 and previous filings including FORM 4s
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