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PROPOSAL NO. 1: CONTINUANCE OF ENERGY EXPLORATION TECHNOLOGIES AS A CORPORATION ORGANIZED

UNDER THE LAWS OF THE PROVINCE OF ALBERTA

NXT was incorporated in the State of Nevada on September 27, 1994, under the name of Auric Mining Corporation. In January 1996, we acquired all of the common stock of NXT Energy USA Inc. (then known as Pinnacle Oil Inc.) from its stockholders in exchange for our common stock. As a consequence of this reverse acquisition, NXT Energy USA Inc. became our wholly-owned subsidiary and its stockholders acquired a 92% controlling interest in our common stock. Prior to this transaction, we were a corporate shell conducting no active business, and NXT Energy USA Inc. was a development stage research and development enterprise holding world-wide rights to use the SFD technology for hydrocarbon exploration purposes. Immediately after this transaction, we changed our name to Pinnacle Oil International, Inc, and subsequently, on June 13, 2000, we changed our name to Energy Exploration Technologies.

We are a reconnaissance exploration company that utilizes our Stress Field Detector ("SFD") technology, which is a remote-sensing airborne survey technology comprised of SFD and integrated electronic data acquisition, processing and interpretation subsystems and software. Until March 2003, we conducted our activities through two wholly-owned operating subsidiaries, NXT Energy USA Inc., which focused on United States-based exploration, and NXT Energy Canada, Inc., which focuses on Canadian-based exploration. All survey flight activities are conducted through our wholly owned subsidiary, NXT Aero Canada Inc. NXT Energy Canada Inc. concentrates on research and development efforts to improve our SFD technology, and oversees the operations of and provides management, financial and administrative services to our other subsidiaries.

In May 2003, NXT Energy USA Inc. sold all of its U.S.-based properties, effective March 1, 2003, in exchange for $720,000 and the return to NXT of 800,000 shares which you own asof its convertible preferred stock.

The Board of Directors of NXT has resolved that it is in the best interests of NXT that NXT be converted into a corporation organized under the laws of the closeProvince of Alberta and thus no longer exist as a Nevada corporation, has approved the Plan of Reorganization (Exhibit A) and recommends that the stockholders approve the Plan of Reorganization and the continuance. The Board of Directors believes that this action will simplify some of NXT’s operations, stream-line the organization, align the corporate structure with the actual operations, reduce administrative costs and also assist in the development of foreign business on Wednesday, April 30, 2003, the record date for this annual meeting. These shares include:opportunities that are not afforded to U.S. corporations.

- shares held directly in your nameFollowing NXT’s continuance as the shareowner of record, and

- shares held for you as the beneficial owner through a stockbroker or bank.

Q:What Is The Difference Between Holding Shares As A Shareowner Of Record And As A Beneficial Owner?

A: Mostan Alberta corporation, NXT shareowners hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Even if you currently plan to attend the annual meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting. Shares held in street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares.

Q:Can I Vote My Shares Without Attending The Meeting?

A: You may vote any shares you hold without attending the annual meeting by granting a proxy for those shares or, if they are held in street name, by submitting voting instructions to your broker or nominee.

If you provide specific voting instructions, your shares will be voted as you instruct. If you sign but do not provide instructions, your shares will be voted as described below in"How Are Votes Counted?"

Q:Can I Change My Vote?

A: You may change your proxy instructions at any time prior to the vote at the annual meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares held beneficially by you, you may accomplish this by submitting new voting instructions to your broker or nominee.

Q:How Are Votes Counted?

A: In the election of directors, you may vote "FOR" all of the nominees for which your class of NXT securities entitle you to vote, or your vote may be "WITHHELD" with respect to one or more of those nominees.

For the other proposals for which your class of NXT stock entitles you to vote, you may vote "FOR," "AGAINST" or "ABSTAIN." If you "ABSTAIN," it has the same effect as a vote "AGAINST."

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If you sign your proxy card or broker voting instruction card with no further instructions, your shares will be voted in accordancecomply with the recommendations of our board of directors, i.e.:

Each of our director nominees has consented to his nomination for election. Should any director nominee no longer remain a candidate at the time of our annual meeting, your proxy card will be voted for the election of a replacement nominee to be designatedperiodic reporting requirements as promulgated by our board of directors to fill that vacancy.

Q: What Is The Voting Requirement To Approve Each Of The Proposals?

A: The five persons receiving the highest number of "FOR" votes by the holders of our common stock will be elected to fill the common director positions.

All other proposals require the affirmative "FOR" vote of a majority of those shares present and entitled to vote. If you are a beneficial owner and do not provide the shareowner of record with voting instructions, your shares may constitute "broker non-votes" as that term is described in"Q: What Is The Quorum Requirement For The Meeting?" below. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.

Q:What Does It Mean If I Receive More Than One Proxy Or Voting Instruction Card?

A:It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive. 

Q: What Does It Mean If I Receive One Copy Of The Proxy Statement and Form 10-K But Multiple Proxies Or Voting Instruction Cards?

On December 4, 2000, the Securities and Exchange Commission adopted amendmentsunder the U.S. Securities Act of 1934, including but not limited to the filing of annual reports, quarterly reports, current reports and proxy rules, permitting companiesstatements.

Moreover, NXT’s officers, directors and intermediariesten percent (10%) owners of NXT’s stock will continue to satisfy the delivery requirements for proxy statements and information statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement or information statement to those shareholders unless we are otherwise advised by the shareholders. "Householding" as this is commonly known, reduces the amount of duplicate information that shareholders receive and lowers our printing and mailing costs.

If you received multiple copies of this information and, in future, wish to receive only a single copy, please forward a written request to the attention of our Corporate Secretary by either mail or fax to 840-7^th Avenue SW, Suite 700, Calgary, Alberta, Canada T2P 3G2, fax (403) 264-6442.

If your household received a single copy of this information and you wish to receive multiple copies in the future, or if you would like to receive additional copies of this documentation prior to this year's annual meeting, please forward a written request to the attention of our Corporate Secretary by either mail or fax to 840-7^th Avenue SW, Suite 700, Calgary, Alberta, Canada T2P 3G2, fax (403) 264-6442.

Q: Do I Need An Admission Ticket To Attend The Meeting?

A:All NXT shareholders are welcomed to attend our annual meeting. You will, however, be required to provide proofreport their respective securities ownership and transactions in the securities of identificationNXT on Forms 3, 4 and 5.

Following the continuance of NXT, shares of NXT’s common stock will continue to be quoted on the OTC/BB quotation system. NXT expects that its stock will continue to be quoted under the ticker symbol "ENXT". However, this is a determination to be made by the staff of the National Association of Securities Dealers (the "NASD") and NXT cannot assure that it will continue to be quoted under that ticker symbol. In the event that the NASD changes NXT’s ticker symbol, NXT will issue a press release stating what its new symbol will be prior to the effect of any change in its ticker symbol. Throughout the remainder of this Proxy Statement, we refer to the action of converting NXT into an Alberta corporation as the "continuance".

The summary set forth below refers to "Nevada Corporate Law" and "Alberta Corporate Law". "Nevada Corporate Law" means the Nevada Revised Statutes, as amended, including all regulations promulgated thereunder. "Alberta Corporate Law" means the Alberta Business Corporations act, R.S.A. 2000, c B-9, as amended, including all regulations promulgated thereunder.

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The shareholders of NXT will be asked to consider, and if you are listedthought fit, approve, with or without amendment, a special resolution authorizing the discontinuance of NXT from the State of Nevada pursuant to Nevada Revised Statutes as amended by the Statutes of Nevada 2003, enacted by the Seventy-Second Session of the Nevada Legislature ("NRS") Chapter 92A.105(1) and the continuance of NXT into the Province of Alberta pursuant to Section 188 of the Alberta Business Corporations Act, R.S.A. 2000, c B-9, as amended, (the "ABCA"), in accordance with the Plan of Reorganization attached to this Proxy Statement as Exhibit A. In addition, the shareholders of NXT will be asked to consider, and if thought fit, approve, with or without amendment, the form of Articles of Continuance of NXT to be filed in Alberta as required in connection with the continuance (attached to this Proxy Statement as Exhibit B) and a form of by-laws of NXT which comply with the provisions of Alberta Corporate Law (attached to this Proxy Statement as Exhibit C). Pursuant to the Plan of Reorganization, each issued and outstanding share of common voting equity stock, par value $0.001 per share (the "Common Stock"), will be exchanged for one common share ("Common Share") of NXT pursuant to the continuance.

The continuance of NXT as a shareowner of record ascorporation organized under the ABCA will affect certain of the record date (April 30, 2003),rights of the shareholders of NXT as they currently exist under the NRS. The following is a summary of some of the changes that will occur as a result of the continuance of NXT as a corporation organized under the laws of the Province of Alberta.

The summary set forth below is not intended to be exhaustive and desireshareholders should consult their legal and tax advisers regarding implications of the continuance which may be of particular importance to them.

COMPARISON OF NEVADA CORPORATE LAW AND ALBERTA CORPORATE LAW

Sale of Corporation’s Business or Assets

Under Section 190(1) of the ABCA, a corporation may sell, lease or exchange all or substantially all of its property other than in the ordinary course of business, subject to shareholder approval by not less than 2/3 of the votes cast by those shareholders voting in person or by proxy at a shareholders’ meeting called for that purpose. Each share of a corporation carries the right to vote yourin respect of such a sale, lease or exchange whether or not it otherwise carries the right to vote. See also "Right of Dissent and to Obtain Payment for Shares", below.

Under NRS 78.565 the directors of a corporation may sell, lease or exchange all of its property or assets subject to approval by stockholders holding a majority of the outstanding stock of the corporation entitled to vote at a stockholders’ meeting called for that purpose.

Amendments to the Articles of Incorporation

Under Section 173 of the ABCA, any substantive change to the articles of a corporation (including change of its name, change of any maximum number of shares atthat the annual meeting. If you hold yourcorporation is authorized to issue, creation of new classes of shares, throughcancellation of a stockbrokerclass or series of shares) or other nominee, you will also needfundamental changes to provide proofthe capital structure of ownership by bringing either a copycorporation, including a proposed amalgamation or continuance of the corporation out of the jurisdiction, requires shareholder approval by not less than 2/3 of the votes cast by shareholders voting instruction card providedin person or by your broker orproxy at a copyshareholders’ meeting called for that purpose. In certain prescribed circumstances, holders of shares of a brokerage statement showing your share ownership asclass or of the record date.

Q: Where Can I Find The Voting Results Of The Meeting?

A:We will announce preliminary voting results at the meeting and publish final results in our quarterly report on Form 10-Q for the second quarter of fiscal year 2003, which we expect to file with the Securities and Exchange Commission on or before August 14, 2003.

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Q: What Happens If Additional Proposals Are Presented At The Meeting?

A:Other than the proposals described in this proxy statement, we do not expect any other matters to be presented for a vote at the annual meeting. If you grant a proxy, the persons named as proxy holder, namely, Mr. George Liszicasz (our Chairman and Chief Executive Officer) and Mr. Donald Foulkes (a director), will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by our board of directors.

Q: What Classes Of Shares Are Entitled To Vote At the Meeting?

A:Generally speaking, our common shareholdersseries are entitled to vote separately as a class or series on all matters that affect our company, witha proposal to amend the exceptionarticles whether or not shares of selected matters outlineda class or series otherwise carry the right to vote. The holders of a series of shares of a class are entitled to vote separately as a series only if the series is affected by an amend ment in oura manner different from other shares of the same class.

Under NRS 78.390, the amendment of a corporation’s articles of incorporation that arerequires approval by a majority of the

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outstanding stock of the corporation entitled to vote thereon. If any proposed amendment would adversely alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series adversely affected by the amendment regardless of limitations or restrictions on the voting power thereof. Under NRS 92A.105, the continuance of a corporation out of the State of Nevada into another jurisdiction requires shareholder approval by a majority of the outstanding stock of the corporation (including in some cases outstanding non-voting stock). Under NRS 78.390, the merger or consolidation of a corporation with another corporation generally requires shareholder approval by a majority of the outstanding stock of NXT, subject to exceptions which include, among others, the consentfollowing: (a) approval of a merger by the shareholders of the surviving corporation may not be required; and (b) approval of the merger of parent and subsidiary corporations by the shareholders of the parent corporation may not be required.

Right of Dissent and to Obtain Payment for Shares

Section 191 of the ABCA provides that shareholders who dissent to certain actions being taken by a corporation may exercise a right of dissent and require the corporation to purchase the shares held by shareholders at the fair value of such shares. The dissent right is applicable where the corporation proposes to:

1. Amend its articles to add, change or reserved for our series 'A' preferred shareholders. These matters generally relateremove any provisions restricting or constraining the issue or transfer of shares of a particular class or to add, change or remove any restriction on the appointmentbusiness that the corporation may carry on;

2. Amalgamate with another corporation other than an amalgamation of a holding corporation with one or more directors and actions that may adversely affectof its wholly-owned subsidiary corporations or the rights and privileges reserved for that classamalgamation of securities.

Each share of common stock outstanding astwo or more wholly-owned subsidiary corporations of the closesame holding corporation;

3. Be continued under the laws of business on the record date (April 30, 2003) will beanother jurisdiction; or

4. Sell, lease or exchange all or substantially all of its property.

Under NRS 92A.380, a stockholder of a corporation is entitled to one vote on all proposals being voted upon at the annual meeting. Asdissent from and obtain payment of the record date, there were 16,971,153 commonfair value of his shares and 800,000 series 'A' preferred shares outstanding.

Q: What Is The Quorum Requirement For The Meeting?

A:The quorum requirement for holding our annual meeting and transacting business is a majority of our common stock present in person or represented by proxy and entitled to be voted. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Abstentions are also counted as shares present and entitled to be voted. Broker non-votes, however, are not counted as shares entitled to be voted with respect to the matter on which the broker has expressly not voted. Thus, broker non-votes will not affect the outcomeevent of any of the matters being voted upon atfollowing corporate actions:

1. Consummation of a plan of merger to which the meeting. Generally, broker non-votes occur whenNevada corporation is a constituent entity if approval by the stockholders is required for the merger by Nevada Corporate Law or the articles of incorporation, regardless of whether the stockholder is entitled to vote on the plan of merger; or if the Nevada corporation is a subsidiary and is merged with its parent pursuant to Nevada Corporate Law.

2. Consummation of a plan of exchange to which the Nevada corporation is a constituent entity as the corporation whose subject owner’s interests will be acquired, if his shares held byare to be acquired in the exchange.

3. Any corporate action taken pursuant to a brokervote of the shareholders to the event that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or non-voting stockholders are entitled to dissent and obtain payment for a beneficial owner aretheir shares.

A stockholder who is entitled to dissent and obtain payment may not votedchallenge the corporate action creating his entitlement unless the action is unlawful or fraudulent with respect to him or the Nevada corporation. Stockholders generally do not enjoy appraisal rights where, among other circumstances, the corporation’s shares are listed on a

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national securities exchange or NASDAQ or are held of record by more than 2,000 stockholders. The Nevada Corporate Law does not provide for appraisal rights in transactions other than mergers and consolidations.

Oppression Remedies

Under the ABCA, a particular proposal becauseregistered or beneficial shareholder, former shareholder, director, former director, officer, former officer of the brokercorporation, the Registrar or any other person who, in the discretion of the Alberta Court is a proper person to seek an oppression remedy, may apply to the Alberta Court for a preventive order where any act or omission of the corporation or its affiliates or the powers of the directors of the corporation or its affiliates are being exercised in a manner that is oppressive or unfairly prejudicial to any security holder, creditor, director or officer.

Under the Nevada Corporate Law, a Nevada corporation and its stockholders may bring claims for breach of fiduciary duty against the corporation’s directors and officers if the breach involved intentional misconduct, fraud or a knowing violation of law. Any holder or holders of 1/10 of the issued and outstanding stock may apply to the Nevada State District Court where the corporation has not received voting instructionsits principal place of business for an order dissolving the corporation and/or appointing receiver and for injunctive relief to restrain the corporation from exercising any of its power if the corporation willfully violates its charter, its directors have been guilty of fraud, collusion or gross mismanagement in the corporation’s affairs or if the directors have been guilty of misfeasance, malfeasance or nonfeasance. If the holder or holders of 1/10 of the issued and outstanding stock apply to the Nevada State District Court for injunctive relief or for the appointment of a receiver, the Di strict Court has the power to compel the appearance of any director or officer for examination respecting the corporation’s affairs and transactions. A minority stockholder may bring an action against the directors, officers or dominant stockholders of the corporation for an action that has a disproportionate adverse impact on the minority stockholders. In such case, the majority stockholders must justify their actions by showing a good faith or compelling business purpose that renders their actions fair under the circumstances.

Shareholders’ Derivative Actions

Under the ABCA, any shareholder, director, officer, former director or officer of the corporation or its affiliates, the Registrar and any person who, in the discretion of the Alberta Court, is a proper person to make an application to the Court may bring a derivative action in the name and on behalf of the corporation to enforce an obligation owed to the corporation that could be enforced by the corporation itself or to obtain damages for any breach of such an obligation. In addition, the ABCA permits derivative actions to be commenced in the name and on behalf on the corporation or any or its subsidiaries.

Under the Nevada Corporate Law, a stockholder of a Nevada corporation may bring derivative actions in the name and on behalf of the corporation to enforce rights of the corporation which the corporation has failed to enforce. A stockholder who brings a derivative action must allege facts which show an injury to the corporation as opposed to an injury to the individual interest of the stockholder, such as acts of fraud or bad faith by a director against the corporation. The stockholder must also allege with particularity the efforts which the stockholder has made to obtain the action the stockholder desires from the beneficial owner,directors or comparable corporate authority and the broker lacks discretionary voting powerreasons for the stockholder’s failure to vote those shares.

Q: Is Cumulative Voting Permitted Forobtain the action or for not making the effort. The Election Of Directors?stockholder must also prove that the stockholder fairly and adequately represents the interests of the shareholders or members similarly situated in enforcing the right of the corporation. The corporation or any director o r officer who is a defendant may request that the court require the stockholder to furnish security for the payment of the corporation’s attorney’s fees and costs incurred in the successful defense of the derivative action.

A:Cumulative votingNo Par Value Shares

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The ABCA does not applyprovide for the issuance of par value shares. Under the Nevada Corporate Law, a corporation’s Articles of Incorporation or a resolution of the board of directors pursuant thereto, may authorize one or more classes or series of stock that have par value.

Giving Financial Assistance

The ABCA provides that a corporation may give financial assistance to our annualany person for any purpose. However, a corporation must disclose to its shareholders financial assistance given in certain prescribed circumstances.

Under the Nevada Corporate Law, a corporation may engage in any lawful activity and there is no prohibition or limitation on the corporation providing financial assistance to any person.

Requisition of Meetings

The ABCA permits the holders of not less than 5% of the voting shares to give notice to the directors requiring them to call and hold a general meeting as we are not required underof the corporation.

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Under the Nevada corporate law, and have not elected under ourCorporate Law, unless otherwise provided in the articles of incorporation or bylaws of a corporation, annual and special meetings of a corporation’s stockholders may be called only by the board of directors, any two directors or the president.

Investigations

The ABCA provides that the Alberta Court may order an investigation of the affairs and management of the corporation or its affiliates, including the appointment of an investigator upon application of a security holder or shareholder who has brought an action against the corporation on the grounds of oppression or unfairness.

Under the Nevada Corporate Law, a stockholder of record who owns not less than 15% or who has been authorized in writing by the holders of at least 15% of all of the corporation’s issued and outstanding shares is, upon 5 days’ written demand, entitled to provide for cumulative voting.inspect the books of account and all financial records of the corporation, to make copies of records and to conduct an audit of the records. A stockholder may bring an action or proceeding to enforce the statutory right of inspection and, if the stockholder prevails in the action, the stockholder is entitled to recover costs and reasonable attorney’s fees. This provision does not apply to any corporation listed and traded on any recognized stock exchange nor to any corporation that furnishes to its stockholders a detailed, annual financial statement.

Indemnification

Q: Who Will Count The Votes?ABCA allows a corporation to indemnify a director or former director or officer or former officer of a corporation or its affiliates against all liability and expenses reasonably incurred by him in a proceeding to which he is made party by reason of being or having been a director or officer if he acted honestly and in good faith with a view to the best interests of the corporation and, in cases where an action is or was substantially successful on the merits of his defence of the action or proceeding against him in his capacity as a director or officer.

A:Jersey TrustUnder NRS 78.7502 of the Nevada Corporate Law, a corporation may indemnify a current or former director, officer, employee or agent of the corporation or a current or former director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise serving at the request of the corporation against expenses, including attorneys’ fees, judgments, fines and Transfer Co. will tabulateamounts paid in settlement actually and reasonably incurred by him in connection with the votes.

Q: Who Will Bear The Cost Of Soliciting Votes For The Meeting?

A:NXT will pay the entire cost of preparing, assembling, printing, mailingaction, suit or proceeding, if he acted in good faith and distributing these proxy materials which is estimatedin a manner he reasonably believed to be approximately $10,000. If you choosein or not opposed to access the proxy materialsbest interests of the corporation and if he had no reasonable cause to believe his conduct was unlawful unless his act or vote overfailure to act constituted a breach of his fiduciary duties as a director or officer and his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

Place of Shareholders’ Meeting

The ABCA provides that meetings of shareholders of a corporation may be held outside of the internet,however, youProvince of Alberta where the Articles so provide. Under NRS 78.310 of the Nevada Corporate Law, meetings of the stockholders of a Nevada corporation may be held at such place designated by or in the manner provided in the corporation’s articles of incorporation or in the absence of any provision therefore in the articles of incorporation, then the meetings must be held as directed by the bylaws.

CHANGES IN ARTICLES OF INCORPORATION AND BYLAWS

We have attached to this Proxy Statement as Exhibit B, a draft of the Articles of Continuance that the Board of Directors of NXT anticipates will be responsiblefiled for any internet access charges youthe continuance of NXT into an Alberta corporation. We have also attached to this Proxy Statement as Exhibit C a draft of the Bylaws that the Board of Directors of NXT anticipates will be adopted upon the continuance of NXT.

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COMPARISON OF NEVADA ARTICLES OF INCORPORATION AND ALBERTA ARTICLES OF CONTINUANCE

Authorized Capital

The Articles of Incorporation of NXT currently authorize NXT to issue up to an aggregate of 50,000,000 shares of common stock and up to an aggregate of 800,000 shares of convertible preferred stock, par value $0.001 per share (the "Preferred Stock"). Following is a description of the rights and preferences associated with the Preferred Stock as presently set forth in NXT’s Articles.

Holders of the Preferred Stock are not entitled to vote except that they may incur. In additionelect members to the mailingBoard of these proxy materials,Directors equal to one-sixth of all directors of NXT (or such minimum whole number in excess of one-sixth in the solicitationevent the number of proxies or votes may be madedirectors on the Board is not a multiple of six) provided that in person, by telephone or by electronic communication by our directors who will not receive any additional compensation for those solicitation activities. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareowners.

Q: May I Propose Actions For Consideration At Next Year's Annual Meeting Of Shareowners Or Nominate Individuals To Serve As Directors?

A:You may submit proposals for consideration at future shareowner meetings, including director nominations.

Nomination Of Director Candidates:You may propose common director candidates for consideration by our board of directors. Any recommendations for common director candidates should be directed to NXT's Corporate Secretary at our executive offices in Calgary, Alberta, Canada. In addition, our bylaws permit common shareowners to nominate directors at a shareowner meeting. In order to make a common director nomination at a shareowner meeting, it is necessary that you notify NXT not fewer than 120 days in advance of the day specified as the mailing date in our proxy statement for the prior year's annual meeting of shareowners. Thus, since May 8, 2003 is specified as the mailing date in this year's proxy statement, in order for any such nomination notice to be timely for next year's annual meeting, it must be received by NXT not later than January 8, 2004 (i.e., 120 days prior to May 8, 2004). In addition, the notice must meet all other requirements contained in our bylaws.

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Any nomination for a common director nominee must contain the following information:

No person mayPreferred Stock then outstanding is less than 400,000 shares, such right shall be elected as a common director unless he or she has been nominated by a holder of our common stock in the manner just described.eliminated.

The power to nominateArticles provide that certain actions may not be taken without the affirmative vote or appoint our series 'A' directors is reservedconsent of a majority of the then outstanding Preferred Stock. The Corporation may not, without such consent:

1. Change, amend, or repeal any of the provisions of the Articles applicable to the holderPreferred Stock which would adversely affect the rights, preferences, privileges, and restrictions of our series 'A' preferred stock, and therefore cannot be nominated by our common shareholders.the Preferred Stock;

Shareowner Proposals:In order for2. Increase or decrease the presently authorized number of shares of Preferred Stock;

3. Effect an exchange, reclassification, or cancellation of all or part of the Preferred Stock or effect an exchange, or create a shareowner proposalright of exchange, of all or part of the shares of any other class into the Preferred Stock;

4. Create any new class of shares (or any security convertible into such shares) ranking on a parity with or having rights, preferences, or privileges, as to be considered for inclusion in NXT's proxy statement for next year's annual meeting, we must also receiveassets, senior to the written proposal no later thanPreferred Stock;

5. Create any new class of shares (or any security convertible into such shares) ranking on a parity with or having rights, preferences, or privileges, as to assets, junior to the previously noted January 8, 2004 date. These proposals must also comply with Securities and Exchange Commission regulations regarding the inclusion of shareowner proposals in company-sponsored proxy materials. Similarly, in order forPreferred Stock but senior to Common Stock;

6. Declare, pay or make a shareowner proposal to be raised from the floor during next year's annual meeting, we must receive written notice by no later than May 8, 2004 and shall contain such information as required under our bylaws. 

We suggest that any nominations or proposals be submitted by certified mail-return receipt requested. NXT reserves the right to reject, rule out of order, or take other appropriate actiondistribution with respect to any nominationshares of the capital stock of NXT ranking junior to the Preferred Stock upon liquidation or proposaldistribution (except in shares of, or warrants or rights to subscribe for or purchase shares of NXT which are junior to the Preferred Stock as to assets), if after giving effect to that distribution there is an accrued but unpaid "Series A Liquidation Preference" (as defined in the Articles);

7. Merge or consolidate NXT (other than a short-form merger which does not comply with these and other applicable requirements.

Copy Of Bylaw Provisions:You may contact NXT's Corporate Secretary at our headquarters for a copyrequire the vote of the relevant bylaw provisions regardingstockholders of NXT) with or into another corporation or corporations;

8. Sell or convey all or substantially all of the requirementsassets or business of NXT, except to a wholly owned subsidiary;

9. Dissolve, liquidate or wind-up NXT; or

10. Make an assignment for making shareowner proposalsthe benefit of creditors, or file a petition under any federal, state or provincial bankruptcy law or statute, which petition is not vacated within ninety (90) days.

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Dividends are payable on the Preferred Stock as and nominating common director candidates.

Q: How Are Transactions Denominatedwhen declared by the Board. The Articles provide that in Canadian Dollars Converted Into U.S. Dollars For Purposes Of This Proxy Statement?the event of a voluntary or involuntary liquidation, dissolution, or winding up of NXT, the holders of Preferred Stock will be entitled to receive, out of the assets of NXT, whether those assets are capital or surplus of any nature, an amount equal to $7.50 per share of Preferred Stock, before any payment will be made or any assets distributed to the holders of Shares or any other junior equity security.

A:All referencesThe Articles provide further that each share of the Preferred Stock is convertible into Shares at the option of the holder of the Preferred Stock, at any time, at $7.50 divided by the "Conversion Price" (as defined in the Articles). The Articles provide that the initial Conversion Price will be $7.50, subject to "dollars"adjustment in this proxy statement referthe event NXT issues additional Shares. Generally, the Conversion Price will be adjusted and reduced in proportion to United States or "U.S." dollars, unless specific reference is made to Canadian or "Cdn" dollars. Since compensation paid to NXT employees, as well as, a(i) the number of shares of Shares issued after the initial issuance of Preferred Stock; and (ii) the consideration received by NXT for such Shares (subject to certain exceptions described in the Articles).

The Corporation may redeem the Preferred Stock (subject to the noted conversion rights): (i) two years after the initial issuance of the Preferred Stock; (ii) in the event the holders of the Preferred Stock vote not to approve certain transactions as described in the Articles (provided that only shares which did not vote in favor of the transaction may be redeemed); or (iii) in the event an initial holder of Preferred Stock sells, assigns or otherwise transfers any interest in the Preferred Stock, NXT may redeem any or all of the Preferred Stock sold, assigned or transferred. If NXT elects to redeem shares of Preferred Stock, it must pay $7.50 for each redeemed share.

In 1998, NXT issued all 800,000 authorized shares of Preferred Stock to SFD Investment LLC, an Arkansas limited liability company. In May 2003, all outstanding shares of Preferred Stock were returned to treasury for cancellation pursuant to a further transaction entered in to between NXT and SFD Investment LLC.

Following is a description of the rights and preferences associated with the Common Stock as presently set forth in NXT’s Articles and under Nevada Corporate Law.

Each holder of the Common Stock is entitled to one vote for each share owned of record on matters voted upon by stockholders. Under the Nevada Revised Statutes Chapter 78 (the "Nevada Code") a majority vote is required for all action to be taken by stockholders, except that, subject to certain limited exceptions, any director may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding Common Stock. In the event of a liquidation, dissolution or winding-up of NXT, the holders of the Common Stock are effectedentitled to share equally and ratably in Canadian dollars, certain informationthe assets of NXT, if any, remaining after the payment of all debts and liabilities of NXT, and payment of the liquidation preference of any outstanding Preferred Stock. The shares of Common Stock have no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions.

Holders of the Common Stock are entitled to receive dividends if, as, and when declared by the Board of Directors out of funds legally available therefor, subject to the dividend and liquidation rights of any preferred stock that may be issued, and subject to any dividend restrictions that may be contained in this proxy statement, principally salary amounts, have been converted into U.S. dollarsfuture credit facilities. Under Nevada law, no dividend or other distribution (including redemptions or repurchases of shares of capital stock) may be made if, after giving effect to such distribution, NXT would not be able to pay its debts as they become due in orderthe usual course of business, or NXT's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if NXT were to be dissolved at the time of distribution, to satisfy reporting rules. Asthe preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. The Corporation does not currently intend to pay dividends on the Common Stock.

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The Nevada Code contains provisions restricting the ability of a general rule of thumb, information relatingNevada corporation to historical amounts paid overengage in business combinations with an interested stockholder. Under the Nevada Code, except under certain circumstances, business combinations with interested stockholders are not permitted for a period of time are converted atthree years following the average exchange rate for that period, while information relating to amounts that will be paid overdate such stockholder becomes an interested stockholder. Generally, the Nevada Code defines an interested stockholder as a prospective periodperson who is the beneficial owner, directly or indirectly, of time are converted at the exchange rate as10% of the outstanding shares of a Nevada corporation. In addition, the Nevada Code generally disallows the exercise of voting rights with respect to "control shares" of an "issuing corporation" held by an "acquiring person," unless such voting rights are conferred by a majority vote of the disinterested stockholders. "Control shares" are those outstanding voting shares of an issuing corporation which an acquiring person, and those persons acting in association with an acquiring person , (i) acquire or offer to acquire in the acquisition of a controlling interest, and (ii) acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person. An "issuing corporation" is a corporation organized in Nevada which has two hundred or more stockholders, at least one hundred of this proxy statementwhom are stockholders of record and residents of Nevada, and which does business in Nevada directly or through an affiliated corporation. The Nevada Code also permits directors to resist a change or potential change in control of the corporation if the directors determine that the change or potential change is opposed to or not in the best interest of the corporation. As a result, NXT's Board of Directors may have considerable discretion in considering and responding to unsolicited offers to purchase a controlling interest in NXT.

The shares of Common Stock trade on the OTC Bulletin Board under the symbol "ENXT". The transfer agent and registrar for the Common Stock is Jersey Transfer and Trust Co.

The Articles of Continuance of NXT will authorize NXT to issue an unlimited number of shares designated as Common Shares and an unlimited number of shares designated as Preferred Shares. Following is a description of the rights and preferences associated with the Preferred Shares as set forth in NXT’s proposed Articles of Continuance.

The Preferred Shares may be issued in one or more series, each being comprised of the number of shares with the designation, rights, privileges, restrictions and conditions attached to that series of Preferred Shares, including, the rate or amount of dividends or the method of calculating dividends, the dates of payment of dividends, the redemption, purchase and/or conversion prices and terms and conditions of redemption, purchase and/or conversion, and any sinking fund or other indicated date.

Q: How Can I Get Further Information?

A:If you have questionsprovisions, as the board of directions of NXT may fix from time to time. The Preferred Shares of each series shall, with respect to the payment of dividends and the distribution of assets or need more information aboutreturn of capital in the annual meeting, please contactevent of liquidation, dissolution or winding-up of NXT, investor relations at 840-7^th Avenue SW, Suite 700, Calgary, Alberta, Canada T2P 3G2, telephone (403) 264-7020, fax (403) 264-6442,whether voluntary or viainvoluntary, or any other return of capital or distribution of the internet atinfo@nxtenergy.com.

Any questions you may have relatingassets of NXT among its shareholders for the purpose of winding up its affairs, rank on a parity with the Preferred Shares of every other series and be entitled to titlepreference over the Common Shares and over any other shares of NXT ranking junior to your securities or your address should be addressed to NXT's stock transfer and registrar, Jersey Transfer & Trust Co., 201 Bloomfield Avenue, Verona, New Jersey, USA 07044. Youthe Preferred Shares. The Preferred Shares of any series may also contact Jersey Transfer & Trust Co.,be given other preferences, not inconsistent with the Articles of Continuance, over the Common Shares and any other shares of NXT ranking junior to the Preferred Shares of a series as may be fixed by telephonethe board of directors.

If any cumulative dividends or faxamounts payable on the return of capital in respect of a series of Preferred Shares are not paid in full, all series of Preferred Shares shall participate rateably in respect of accumulated dividends and return of capital.

Unless the directors otherwise determine in the articles of amendment designating a series of Preferred Shares, the holder of each share of a series of Preferred Shares shall not, as such, be entitled to receive notice of or vote at (973) 239-2712 or (973) 239-2361, respectively.