SCHEDULE 14A
INFORMATION REQUIRED IN A PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Amendment no. 1
Filed by the Registrant [ X ]
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
Pursuant to Rule 14a-11(c) or Rule 14a-12
LITHIUM EXPLORATION GROUP, INC.
(Name of
Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee if 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: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
LITHIUM EXPLORATION GROUP, INC.
3200 N. Hayden
Road, Suite 235
Scottsdale, AZ 85251
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE
HELD ON SEPTEMBER 25, 2014, at 10:00 AM (Pacific Daylight Time)
NOTICE IS HEREBY GIVEN that Lithium Exploration Group,
Inc., a Nevada corporation, will hold a Special meeting of stockholders on
Thursday, September 25, 2014, at 10:00 AM (PDT/local time) at 400 - 570
Granville Street, Vancouver, British Columbia V6C 3P1 (the "Meeting").
The Meeting is being held for the following purposes:
1. |
to approve an amendment to our Articles of Incorporation
to increase the authorized number of shares of our common stock from
500,000,000 shares of common stock, par value $0.001 to 2,000,000,000
shares of common stock, par value of $0.001 per share (the
"Amendment"); |
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2. |
to approve a reverse stock split of our issued and
outstanding shares on a basis up to 20 old shares for 1 new share (the
"Reverse Stock Split"); and |
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3. |
to transact such other business as may properly come
before the Meeting or any adjournment or postponement
thereof. |
Our board of directors recommends that you vote "for" each
of the nominees and vote "for" each proposal.
Our board has fixed the close of business on September 8, 2014
as the record date for determining the stockholders entitled to notice of, and
to vote at, the Meeting or any adjournment or postponement of the Meeting. At
the Meeting, each holder of record of shares of common stock, $0.001 par value
per share, will be entitled to one vote per share of common stock held on each
matter properly brought before the Meeting.
THE VOTE OF EACH STOCKHOLDER IS IMPORTANT. YOU CAN VOTE YOUR
SHARES BY ATTENDING THE MEETING OR BY COMPLETING AND RETURNING THE PROXY CARD
SENT TO YOU. PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN
BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. FOR SPECIFIC
INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR
THE INFORMATION FORWARDED BY YOUR BROKER, BANK OR OTHER HOLDER OF RECORD. EVEN
IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A
BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU
MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR
NAME.
Dated: August 25, 2014.
By Order of the Board of Directors,
/s/ Alexander Walsh |
Alexander Walsh |
President and Director |
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IMPORTANT: Please complete, date, sign and promptly
return the enclosed proxy card in the prepaid envelope (if mailing within the
United States) to ensure that your shares will be represented. If you attend the
meeting, you may choose to vote in person even if you have previously sent in
your proxy card.
Important Notice Regarding the Availability of Proxy
Materials for the Stockholders Meeting to be held on September 25, 2014 the
proxy statement is available at [insert internet link].
LITHIUM EXPLORATION GROUP, INC.
3200 N. Hayden
Road, Suite 235
Scottsdale, AZ 85251
Proxy Statement for the Special Meeting of Stockholders
The enclosed proxy is solicited on behalf of our Board of
Directors (the "Board") for use at the Special Meeting of Stockholders
(the "Meeting") to be held on September 25, 2014 at 10:00 AM (PDT/local
time) at 400 - 570 Granville Street, Vancouver, British Columbia, or at any
continuation, postponement or adjournment thereof, for the purposes discussed in
this proxy statement and in the accompanying Notice of Special Meeting and any
business properly brought before the Meeting. Proxies are solicited to give all
stockholders of record an opportunity to vote on matters properly presented at
the Meeting. We intend to mail this proxy statement and accompanying proxy card
on or about September 11, 2014 to all stockholders entitled to vote at the
Meeting who have not consented to electronic delivery of materials. Stockholders
entitled to vote at the Meeting who have consented to electronic delivery will
instead receive materials electronically.
Unless the context requires otherwise, references to "we", "us"
"our" and "our company" refer to Lithium Exploration Group, Inc.
Who Can Vote
You are entitled to vote if you were a holder of record of
shares of our common stock, $0.001 par value per share (the "Common
Stock") as of the close of business on September 8, 2014 (the "Record
Date"). Your shares can be voted at the Meeting only if you are present in
person or represented by a valid proxy.
Shares Outstanding and Quorum
Holders of record of Common Stock at the close of business on
the Record Date will be entitled to receive notice of and vote at the Meeting.
At the Meeting, each of the shares of Common Stock represented will be entitled
to one (1) vote on each matter properly brought before the Meeting. As of
September 8, 2014, the record date, there were 253,319,726 shares of Common
Stock issued and outstanding.
In order to carry on the business of the Meeting, we must have
a quorum. Under our bylaws, a quorum is a majority of issued and outstanding
entitled to vote, represented in person or by proxy.
Proxy Card and Revocation of Proxy
In voting, please specify your choices by marking the
appropriate spaces on the enclosed proxy card, signing and dating the proxy card
and returning it in the accompanying envelope. If no directions are given and
the signed proxy is returned, the proxy holders will vote the shares in favor of
Proposals 1 through 2 and, at their discretion, on any other matters that may
properly come before the Meeting. The Board knows of no other business that will
be presented for consideration at the Meeting. In addition, since no stockholder
proposals or nominations were received by us on a timely basis, no such matters
may be brought at the Meeting.
Any stockholder giving a proxy has the power to revoke the
proxy at any time before the proxy is voted. In addition to revocation in any
other manner permitted by law, a proxy may be revoked by an instrument in
writing executed by the stockholder or by his attorney authorized in writing,
or, if the stockholder is a corporation, under its corporate seal or by an
officer or attorney thereof duly authorized, and deposited at the offices of our
transfer agent, VStock Transfer, LLC, 77 Spruce Street, Suite 201, Cedarhurst NY
11516, at any time up to and including the last business day preceding the day
of the Meeting, or any adjournment thereof, or with the chairman of the Meeting
on the day of the Meeting. Attendance at the Meeting will not in and of itself
constitute revocation of a proxy.
- 2 -
Voting of Shares
Stockholders of record on September 8, 2014 record date are
entitled to one (1) vote for each share of Common Stock held on all matters to
be voted upon at the Meeting. You may vote in person or by completing and
mailing the enclosed proxy card. All shares entitled to vote and represented by
properly executed proxies received before the polls are closed at the Meeting,
and not revoked or superseded, will be voted at the Meeting in accordance with
the instructions indicated on those proxies.
ADVICE TO BENEFICIAL HOLDERS OF SHARES OF COMMON STOCK
THE INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT
IMPORTANCE TO MANY STOCKHOLDERS OF OUR COMPANY, AS A SUBSTANTIAL NUMBER OF
STOCKHOLDERS DO NOT HOLD SHARES IN THEIR OWN NAME.
Stockholders who do not hold their shares in their own name
(referred to in this Proxy Statement as beneficial stockholders) should note
that only proxies deposited by stockholders whose names appear on the records of
our company as the registered holders of shares of common stock can be
recognized and acted upon at our annual meeting. If shares of common stock are
listed in an account statement provided to a stockholder by a broker, then in
almost all cases those shares of common stock will not be registered in the
stockholder's name on the records of our company. Such shares of common stock
will more likely be registered under the names of the stockholder's broker or an
agent of that broker. In the United States, the vast majority of such shares are
registered under the name of Cede & Co. as nominee for The Depository Trust
Company (which acts as depository for many U.S. brokerage firms and custodian
banks), and in Canada, under the name of CDS & Co. (the registration name
for The Canadian Depository for Securities Limited, which acts as nominee and
custodian for many Canadian brokerage firms). Beneficial stockholders should
ensure that instructions respecting the voting of their shares of common stock
are communicated to the appropriate person, as without specific instructions,
brokers/nominees are prohibited from voting shares for their clients.
Applicable regulatory policy requires intermediaries/brokers to
seek voting instructions from beneficial stockholders in advance of
stockholders' meetings, unless the beneficial stockholders have waived the right
to receive meeting materials. Every intermediary/broker has its own mailing
procedures and provides its own return instructions to clients, which should be
carefully followed by beneficial stockholders in order to ensure that their
shares of common stock are voted at our annual meeting. The Form of Proxy
supplied to a beneficial stockholder by its broker (or the agent of the broker)
is similar to the Form of Proxy provided to registered stockholders by our
company. However, its purpose is limited to instructing the registered
stockholder (the broker or agent of the broker) how to vote on behalf of the
beneficial stockholder. The majority of brokers now delegate responsibility for
obtaining instructions from clients to Broadridge Financial Solutions, Inc.
(Broadridge) (formerly, ADP Investor Communication Services in the United
States and Independent Investor Communications Company in Canada). Broadridge
typically applies a special sticker to proxy forms, mails those forms to the
beneficial stockholders and the beneficial stockholders return the proxy forms
to Broadridge. Broadridge then tabulates the results of all instructions
received and provides appropriate instructions respecting the voting of shares
to be represented at our annual meeting. A beneficial stockholder receiving a
Broadridge proxy cannot use that proxy to vote shares of common stock directly
at our Annual Meeting - the proxy must be returned to Broadridge well in advance
of our Annual Meeting in order to have the shares of common stock voted.
Although a beneficial stockholder may not be recognized
directly at our Annual Meeting for the purposes of voting shares of common stock
registered in the name of his broker (or agent of the broker), a beneficial
stockholder may attend at our Annual Meeting as proxyholder for the registered
stockholder and vote the shares of common stock in that capacity. Beneficial
stockholders who wish to attend at our Annual Meeting and indirectly vote their
shares of common stock as proxyholder for the registered stockholder should
enter their own names in the blank space on the instrument of proxy provided to
them and return the same to their broker (or the broker's agent) in accordance
with the instructions provided by such broker (or agent), well in advance of our
annual meeting.
Alternatively, a beneficial stockholder may request in writing
that his or her broker send to the beneficial stockholder a legal proxy which
would enable the beneficial stockholder to attend at our Annual Meeting and vote
his or her shares of common stock.
- 3 -
There are two kinds of beneficial owners those who object to
their name being made known to the issuers of securities which they own (called
OBOs for Objecting Beneficial Owners) and those who do not object to the issuers
of the securities they own knowing who they are (called NOBOs for Non-Objecting
Beneficial Owners). Pursuant to National Instrument 54-101, issuers can obtain a
list of their NOBOs from intermediaries for distribution of proxy-related
materials directly to NOBOs.
YOUR VOTE IS IMPORTANT.
Counting of Votes
All votes will be tabulated by the inspector of election
appointed for the Meeting, who will separately tabulate affirmative and negative
votes and abstentions. Shares represented by proxies that reflect abstentions as
to a particular proposal will be counted as present and entitled to vote for
purposes of determining a quorum. An abstention is counted as a vote against
that proposal. Shares represented by proxies that reflect a broker "non-vote"
will be counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" will be treated as not-voted for purposes of
determining approval of a proposal and will not be counted as "for" or "against"
that proposal. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary authority or does not have instructions from the
beneficial owner.
Solicitation of Proxies
We will bear the entire cost of solicitation of proxies,
including preparation, assembly and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, depositories,
fiduciaries and custodians holding shares of Common Stock in their names that
are beneficially owned by others to forward to these beneficial owners. We may
reimburse persons representing beneficial owners for their costs of forwarding
the solicitation material to the beneficial owners of the Common Stock. Original
solicitation of proxies by mail may be supplemented by telephone, facsimile,
electronic mail or personal solicitation by our directors, officers or other
regular employees. No additional compensation will be paid to directors,
officers or other regular employees for such services. To date, we have not
incurred costs in connection with the solicitation of proxies from our
stockholders, however, our estimate for total costs is $8,000.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO
BE ACTED UPON
Except as disclosed elsewhere in this Proxy Statement, since
June 30, 2013, being the commencement of our last completed financial year, none
of the following persons has any substantial interest, direct or indirect, by
security holdings or otherwise in any matter to be acted upon:
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1. |
any director or officer of our corporation; |
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2. |
any proposed nominee for election as a director of our
corporation; and |
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3. |
any associate or affiliate of any of the foregoing
persons. |
The shareholdings of our directors and officers are listed
below in the section entitled "Principal Stockholders and Security Ownership of
Management". To our knowledge, no director has advised that he intends to oppose
the Amendments to our authorized capital or to the Sale, as more particularly
described herein.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF
MANAGEMENT
As of September 8, 2014, we had a total of 253,319,726 shares
of common stock ($0.001 par value per share) issued and outstanding.
- 4 -
The following table sets forth, as of September 8, 2014,
certain information with respect to the beneficial ownership of our common and
preferred stock by each stockholder known by us to be the beneficial owner of
more than 5% of our common and preferred 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 and preferred stock, except as
otherwise indicated. Beneficial ownership consists of a direct interest in the
shares of common and preferred stock, except as otherwise indicated.
Name and Address of Beneficial Owner
|
Amount and Nature
of
Beneficial Ownership |
Percentage
of Class(1) |
Alexander Walsh
320 E. Fairmont
Dr. Tempe AZ 85282
|
10,719,020 Common
Stock
|
4.23%
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Brandon Colker
1655 N.
California Blvd.#430 Walnut Creek, CA 94596 |
300,000 Common Stock
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(2)
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Jonathan Jazwinski
P.O. box 142
Bagdad, AZ 86321 |
300,000 Common Stock
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(2)
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Bryan A. Kleinlein
3200 N
Hayden Road, Suite 235 Scottsdale AZ 85251 |
385,920 Common
Stock
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(2)
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Directors and Executive Officers as a Group |
11,704,940 Common Stock |
4.62% |
Vista Capital Investments LLC(3) |
18,113,654 Common Stock |
7.15% |
Black Mountain Equities, Inc.(4)
7924 Ivanhoe Ave., Suite #2, La Jolla, CA 92037 |
20,645,463 Common
Stock |
8.14% |
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(1) |
Based on 253,319,726 shares of common stock issued and
outstanding as of September 8, 2014. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting and
investment power with respect to securities. Except as otherwise
indicated, we believe that the beneficial owners of the common stock
listed above, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to
community property laws where applicable. |
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(2) |
(Less than 1%) |
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(3) |
David J. Clark has voting and dispositive control over
securities held by Vista Capital Investments LLC. |
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(4) |
Adam Baker has voting and dispositive control over
securities held by Black Mountain Equities,
Inc. |
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PROPOSAL NO. 1 - AMENDMENT TO OUR
CORPORATION'S ARTICLES COMMON STOCK
Our Articles of Incorporation (the "Articles") currently
authorize the issuance of 500,000,000 shares of common stock, $0.001 par value.
On August 8, 2014 our board of directors approved, subject to receiving the
approval of a majority of the stockholders of our common stock, an amendment to
our Articles to increase our authorized shares of common stock to 2,000,000,000
shares, par value $0.001 per share:
Proposal No. 1 is solely to approve the Amendment to our
Articles of Incorporation to increase our authorized common stock to
2,000,000,000, par value $0.001.
The general purpose and effect of the amendment to our
corporation's Articles is to increase our authorized share capital, which will
enhance our companys ability to finance the development and operation of our
business.
Our board of directors approved the amendment to our
corporation's Articles to increase our authorized share capital so that such
shares will be available for issuance for general corporate purposes, including
financing activities, without the requirement of further action by our
stockholders. Potential uses of the additional authorized shares may include
public or private offerings, conversions of convertible securities, issuance of
options pursuant to employee benefit plans, acquisition transactions and other
general corporate purposes. Increasing the authorized number of shares of our
common stock will give us greater flexibility and will allow us to issue such
shares in most cases without the expense of delay of seeking stockholder
approval. Our company is at all times investigating additional sources of
financing which our board of directors believes will be in our best interests
and in the best interests of our stockholders. We do not currently have any
agreements for any transaction that would require the issuance of additional
shares of common stock. Our common shares carry no pre-emptive rights to
purchase additional shares. The adoption of the amendment to our Articles of
Incorporation will not of itself cause any changes in our capital accounts.
The amendment to our corporation's Articles to increase our
authorized share capital will not have any immediate effect on the rights of
existing stockholders. However, our board of directors will have the
authority to issue authorized common stock without requiring future stockholders
approval of such issuances, except as may be required by applicable law or
exchange regulations. To the extent that additional authorized common shares are
issued in the future, they will decrease the existing stockholders' percentage
equity ownership and, depending upon the price at which they are issued, could
be dilutive to the existing stockholders.
The increase in the authorized number of shares of our common
stock and the subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of our company without further action
by the stockholders. Shares of authorized and unissued common stock could be
issued (within limits imposed by applicable law) in one or more transactions.
Any such issuance of additional stock could have the effect of diluting the
earnings per share and book value per share of outstanding shares of common
stock, and such additional shares could be used to dilute the stock ownership or
voting rights of a person seeking to obtain control of our company.
We do not have any provisions in our Articles, by laws, or
employment or credit agreements to which we are party that have anti-takeover
consequences. We do not currently have any plans to adopt anti-takeover
provisions or enter into any arrangements or understandings that would have
anti-takeover consequences. In certain circumstances, our management may issue
additional shares to resist a third party takeover transaction, even if done at
an above market premium and favoured by a majority of independent stockholders.
Stockholders should note that our company does not have any
current plans, intentions, agreements or understandings to issue any of our
common stock, that will result if Proposal No. 1 is approved.
Dissenters Rights of Appraisal
Under Nevada law, our stockholders are not entitled to
appraisal rights with respect to the Amendments and we will not independently
provide our stockholders with any such right.
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Voting Procedure
The Amendments to our Articles will require the approval of
stockholders holding at least a majority of shares of our common stock entitled
to be voted at the Meeting.
If Proposal No. 1 is accepted by the stockholders, the Articles
of our company will be amended in substantially the same form as attached
Schedule "A", with changes as may be required by the Nevada Secretary of States.
PROPOSAL NO. 2 - REVERSE STOCK SPLIT
General
Our board of directors has approved, and recommended that our
stockholders approve, a proposal to permit our board of directors, in their sole
discretion, to effect a reverse stock split of our issued and outstanding shares
of common stock on a basis of up to twenty (20) old for one (1) new share.
If our stockholders approve the Reverse Stock Split, and our
board of directors decides to implement it, the Reverse Stock Split will become
effective upon approval of The Financial Industry Regulatory Authority
("FINRA").
Even if the stockholders approve the Reverse Stock Split, we
may abandon or postpone the proposal if our board of directors determines that
it is no longer in the best interests of our company and our stockholders. If
the Reverse Stock Split is not implemented by our board of directors within 12
months of the annual meeting, the proposal will be deemed abandoned, without
further effect. In that case, our board of directors may again seek stockholder
approval at a future date if it deems a reverse stock split to be advisable at
that time.
Action and Effect
On August 8, 2014 our Board of Directors approved, subject to
receiving the approval of a majority of the shareholders of our common stock, a
consolidation of our current issued and outstanding common shares on the basis
of 1 new common share for 20 old common shares. There will be no change to the
authorized shares of our common stock as a result of any reverse stock split and
any fractional shares will be rounded down.
We will obtain a new CUSIP number for the common stock at the
time of the Reverse Stock Split. We must provide FINRA at least ten (10)
calendar days advance notice of the effective date of a reverse stock split in
compliance with Rule 10b-17 under the Securities Exchange Act of 1934.
The purpose of the reverse stock split is to attempt to
increase the per share trading value of our common stock and have fewer shares
issued and outstanding to make us more attractive as a business combination
target. However, in many cases, the market price of a companys shares declines
after a reverse stock split.
Effect on Shareholders
After the effective day of the proposed Reverse Stock Split,
each stockholder will own a reduced number of shares of Common Stock. As of the
Record Date, 253,319,726 shares of common stock were issued and outstanding.
Without taking into account the issuance of any common stock to allow for
fractional shares, based on the number of shares issued and outstanding and, for
illustrative purposes only, we would have approximately 12,665,986 shares
outstanding immediately following the completion of the Reverse Stock Split.
Further, any outstanding options, warrants and rights as of the effective date
that are subject to adjustment will be adjusted accordingly. These adjustments
may include adjustments to the number of shares of common stock that may be
obtained upon exercise or conversion of the securities, the applicable exercise
or purchase price as well as other adjustments.
The proposed Reverse Stock Split will affect all common
stockholders uniformly and will not affect any shareholders percentage interest
our common stock compared to other shareholders (except for shareholders losing
one whole share for a fractional share interest).
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Further, an effect of the existence of authorized but un-issued
capital stock may be to enable our Board of Directors to render more difficult
or to discourage an attempt to obtain control of the company by means of a
merger, tender offer, proxy contest, or otherwise, and thereby to protect the
continuity of our company's management. If, in the due exercise of its fiduciary
obligations, for example, the Board of Directors were to determine that a
takeover proposal was not in our company's best interests, such shares could be
issued by the Board of Directors without stockholder approval in one or more
private placements or other transactions that might prevent, or render more
difficult or costly, completion of the takeover transaction by diluting the
voting or other rights of the proposed acquiror or insurgent stockholder or
stockholder group, by creating a substantial voting block in institutional or
other hands that might undertake to support the position of the incumbent board
of directors, by effecting an acquisition that might complicate or preclude the
takeover, or otherwise. We do not have any current plans, proposals, or
arrangements to propose any amendments to the Articles of Incorporation or
bylaws that would have a material anti-takeover effect.
We cannot predict the effect of any Reverse Stock Split upon
the market price over an extended period and, in many cases the market value of
a companys common stock following a reverse split declines. We cannot assure
you that the trading price of our common stock after the Reverse Stock Split
will rise in inverse proportion to the reduction in the number of shares of our
common stock outstanding as a result of the reverse stock split. Also, we cannot
assure you that the Reverse Stock Split would lead to a sustained increase in
the trading price of our common stock. The trading price of the common stock may
change due to a variety of other factors, including our operating results and
other factors related to our business and general market conditions.
Further, as a result of any consolidation, some stockholders
may own less than 100 shares of the common stock. A purchase or sale of less
than 100 shares, known as an "odd lot" transaction, may result in incrementally
higher trading costs through certain brokers, particularly "full service"
brokers. Therefore, those stockholders who own less than 100 shares following
the reverse split may be required to pay higher transaction costs if they sell
their shares of common stock.
No fractional shares of post-reverse common stock will be
issued to any shareholder. In lieu of any such fractional share interest, each
holder of pre-reverse common stock who would otherwise be entitled to receive a
fractional share of post-reverse common stock will in lieu thereof receive one
full share upon surrender of certificates formerly representing pre-reverse
common stock held by such holder.
We are not attempting to go "private" by the action of Reverse
Stock Split. The actual number of shareholders shall remain the same, with no
current shareholder having less than one share, after the effectiveness of a
consolidation.
After giving effect to this proposal as well as the increase in
authorized capital described in Proposal No. 2, our capital structure will be as
follows:
Shares Authorized (if
proposal #1 is approved) |
2,000,000,000
|
Issued and Outstanding |
12,665,986 |
Authorized and Reserved for Issuance |
0 |
Authorized and Unreserved for Issuance |
1,987,334,014 |
Tax Effect
The following discussion is a summary of the U.S. federal
income tax consequences to a stockholder who exchanges shares pursuant to the
reverse stock split. This discussion is for general information only and is not
intended to be a complete description of all potential tax consequences to a
particular stockholder. Nor does it describe state, local or foreign tax
consequences. Any written tax advice contained herein was not written or
intended to be used (and cannot be used) by any taxpayer for the purpose of avoiding
penalties that may be imposed under the U.S. Internal Revenue Code of 1986, as
amended (the Code).
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This discussion is based on current provisions of the Code,
Treasury regulations promulgated under the Code, Internal Revenue Service
(IRS) rulings and pronouncements, and judicial decisions now in effect, all of
which are subject to change at any time by legislative, judicial or
administrative action. Any such changes may be applied retroactively. We have
not sought nor will we seek any rulings from the IRS with respect to the U.S.
federal income tax consequences discussed below. The discussion below is not in
any way binding on the IRS or the courts or in any way constitutes an assurance
that the U.S. federal income tax consequences discussed herein will be accepted
by the IRS or the courts.
We will not recognize any gain or loss for tax purposes as a
result of the reverse stock split. Furthermore, the reverse stock split will not
result in the recognition of gain or loss to our common stockholders. The
holding period for the shares of common stock each stockholder receives will
include the holding period of the shares exchanged in the reverse stock split.
The aggregate adjusted basis of the new shares of common stock will be equal to
the aggregate adjusted basis of the old shares exchanged in the reverse stock
split.
Stockholders should consult their own tax advisors to know
their individual federal, state, local and foreign tax consequences.
"HOUSEHOLDING" OF PROXY MATERIAL
The Securities and Exchange Commission permits companies and
intermediaries (e.g. brokers) to satisfy the delivery requirements for proxy
statements with respect to two or more stockholders sharing the same address by
delivering a single proxy statement addressed to those stockholders. This
process, commonly referred to as "householding", potentially means extra
conveniences for stockholders and cost savings for companies.
A number of brokers with accountholders who are stockholders of
our Company will be "householding" our proxy materials. As indicated in the
notice previously provided by these brokers to stockholders, a single proxy
statement will be delivered to multiple stockholders sharing an address unless
contrary instructions have been received from an affected stockholder. Once you
have received notice from your broker that they will be "householding"
communications to your address, "householding" will continue until you are
notified otherwise or until you revoke your consent. If at any time, you no
longer wish to participate in "householding" and would prefer to receive a
separate proxy statement, please notify your broker.
Stockholders who currently receive multiple copies of the proxy
statement at their address and would like to request "householding" of their
communications should contact their broker.
OTHER BUSINESS
The Board knows of no other business that will be presented for
consideration at the Meeting. If other matters are properly brought before the
Meeting; however, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
If there are insufficient votes to approve any of the proposals
contained herein, the Board may adjourn the Meeting to a later date and solicit
additional proxies. If a vote is required to approve such adjournment, the
proxies will be voted in favor of such adjournment.
NOTICE REGARDING ANNUAL MEETINGS OF THE SHAREHOLDERS
Our Company has not historically held an annual meeting of the shareholders for the purpose of electing the Board of Directors or other business. We have not convened an annual meeting of the shareholders because, in the opinion of our management, we have not had adequate resources or administrative support during our development stage to host a comprehensive meeting. In our decision not to convene an annual meeting we have relied on the relevant provisions of our constating documents and of Nevada corporate law, which are summarized as follows:
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Article I (.01) of our Company`s bylaws provides that annual meetings of the shareholders of our Company shall be held during the first week of June of each and every year commencing in 2006. `Our Company`s articles of incorporation and bylaws are silent with respect to the consequences of not holding an annual meeting or election of the Directors, except for Article II (.05) of the bylaws which states that “the Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his/her successor shall have been duly elected and qualified.” Our Company’s articles and bylaws are further subject to Chapter 78 (Private Corporations) of the Nevada Revised Statutes (NRS 78). |
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NRS 78.330 (Directors: Elections; terms; classification; voting power) states, among other things, that “ [U]nless otherwise provided in the articles of incorporation or bylaws, each director holds office after the expiration of his or her term until a successor is elected and qualified, or until the director resigns or is removed.” NRS 78.340 (Failure to hold election of directors on regular day does not dissolve corporation) further states that ”[If] the directors shall not be elected on the day designated for the purpose, the corporation shall not for that reason be dissolved; but every director shall continue to hold office and discharge the duties of a director until a successor has been elected. Finally, NRS 78.345 (Election of directors by order of court upon failure of regular election) states that “[If] any corporation fails to elect directors within 18 months after the last election of directors required by NRS 78.330, the district court has jurisdiction in equity, upon application of any one or more stockholders holding stock entitling them to exercise at least 15 percent of the voting power, to order the election of directors in the manner required by NRS 78.330. |
In light of the applicable provisions of our Company’s bylaws and of NRS 78, and absent an order by the Nevada district court obtained pursuant to NRS 78.345, our management believes that there is no material adverse consequence resulting from our Company’s failure to hold an annual meeting. We do, however, intend to hold an annual meeting in the future when adequate resources are available to us. The capital alterations proposed to the shareholders at the forthcoming Meeting are in part intended to lay the groundwork for additional financing and the engagement of additional independent directors to be confirmed at an annual meeting of the shareholders.
By Order of the Board of Directors,
/s/ Alexander Walsh
Alexander Walsh
Director
PROXY CARD
SPECIAL MEETING OF STOCKHOLDERS OF
LITHIUM EXPLORATION
GROUP, INC.
(the "Company")
TO BE HELD AT 400 - 570 GRANVILLE STREET, VANCOUVER, BRITISH
COLUMBIA
ON THURSDAY, SEPTEMBER 25, 2014 at 10:00 AM (PDT/local time) (the
"Meeting")
The undersigned stockholder ("Registered Stockholder") of the
Company hereby appoints, Alexander Walsh, an officer of the Company, or failing
this person, Robert L. Galletti, solicitor for the Company, or in the place of
the foregoing, ___________________ [print name] as proxyholder for and on behalf
of the Registered Stockholder with the power of substitution to attend, act and
vote for and on behalf of the Registered Stockholder in respect of all matters
that may properly come before the Meeting and at every adjournment thereof, to
the same extent and with the same powers as if the undersigned Registered
Stockholder were present at the said Meeting, or any adjournment thereof.
The Registered Stockholder hereby directs the proxyholder to
vote the securities of the Company registered in the name of the Registered
Stockholder as specified herein.
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Please check this box only if you intend to attend and
vote at the Meeting |
To assist the Company in tabulating the votes submitted by
proxy prior to the Meeting, we request that you mark, sign, date and return this
Proxy by 2:00 p.m., September 23, 2014 using the enclosed envelope.
THIS PROXY IS SOLICITED ON BEHALF MANAGEMENT OF THE COMPANY.
PLEASE MARK YOUR VOTE IN THE BOX.
PROPOSAL 1: Amendment to Articles increase in
authorized share capital |
FOR |
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AGAINST |
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PROPOSAL 2: Reverse Stock Split |
FOR |
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AGAINST |
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In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Meeting. This Proxy, when
properly executed, will be voted in the manner directed by the Registered
Stockholder. If no direction is made, this Proxy will be voted "FOR" each of the
nominated directors and "FOR" the remaining Proposals.
Dated: |
08/25/14 |
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Signature: |
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Please sign exactly as name appears below. When shares are held
jointly, both Registered Stockholders should sign. When signing as attorney,
executor, administrator, trustee or guardian, please indicate full title as
such. If a corporation, please indicate full corporate name; and if signed by
the president or another authorized officer, please specify the officer's
capacity. If a partnership, please sign in partnership name by authorized
person.
SIGN HERE: |
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Please Print Name: |
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Date: |
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Number of Shares Represented by Proxy |
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THIS PROXY FORM IS NOT VALID
UNLESS IT IS SIGNED AND
DATED.
SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON
REVERSE.
INSTRUCTIONS FOR COMPLETION OF PROXY
1. This form of proxy ("Instrument of Proxy") must be
signed by you, the Registered Stockholder, or by your attorney
duly authorized by you in writing, or, in the case of a corporation, by a duly
authorized officer or representative of the corporation; and if executed by
an attorney, officer, or other duly appointed representative, the original
or a notarial copy of the instrument so empowering such person, or such other
documentation in support as shall be acceptable to the Chairman of the Meeting,
must accompany the Instrument of Proxy.
2. If this Instrument of Proxy is not
dated in the space provided, authority is hereby given by you,
the Registered Stockholder, for the proxyholder to date this proxy seven (7)
calendar days after the date on which it was mailed to you, the Registered
Stockholder.
3. A Registered Stockholder who wishes to
attend the Meeting and vote on the resolutions in
person, may simply register with the Scrutineer before the Meeting
begins.
4. A Registered Stockholder who is not able to
attend the Meeting in person but wishes to vote on the
resolutions, may do the following:
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appoint one of the management proxyholders
named on the Instrument of Proxy, by leaving the wording appointing a
nominee as is; OR |
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appoint another proxyholder.
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5. The securities represented by this Instrument of Proxy will
be voted or withheld from voting in accordance with the instructions of the
Registered Stockholder on any poll of a resolution that may be called for and,
if the Registered Stockholder specifies a choice with respect to any matter to
be acted upon, the securities will be voted accordingly. Further, the securities
will be voted by the appointed proxyholder with respect to any amendments or
variations of any of the resolutions set out on the Instrument of Proxy or
matters which may properly come before the Meeting as the proxyholder in its
sole discretion sees fit.
INSTRUCTIONS AND OPTIONS FOR VOTING:
To be represented at the Meeting, this Instrument of Proxy
must be DEPOSITED at the office of VStock Transfer, LLC., by mail
in the enclosed business reply envelope, at any time up to and including 10:00
a.m.(Pacific time) on September 23, 2013, or at least 48 hours (excluding
Saturdays, Sundays and holidays) before the time that the Meeting is to be
reconvened after any adjournment of the Meeting.
If there you have any questions please dont hesitate to call
us at (212)828-8436.
SCHEDULE A
Certificate of Amendment
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(PURSUANT TO NRS 78.385 AND 78.390)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT |
ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Amendment to
Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to
NRS 78.385 and 78.390 - After Issuance of Stock)
1. |
Name of corporation: |
LITHIUM EXPLORATION GROUP, INC. |
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The articles have been amended as follows:
(provide article numbers, if available) |
The Capital Stock shall consist of 2,000,000,000
shares of common stock, $0.001 par value, all of which stock shall be
entitled to voting power. |
3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise a least a majority of the voting power,
or such greater proportion of the voting power as may be required in the case of
a vote by classes or series, or as may be required by the provisions of the
articles of incorporation* have voted in favor of the amendment is: [______________________________________]
4. Effective date of filing:
(optional) [____________________________________________]
(must not be later than 90 days
after the certificate is filed)
5. Signature: (required)
X
_________________________________________________________________
Signature
of Officer
*If any proposed amendment would 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 affected by the amendment
regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above
information and submit with the proper fees may cause this filing to be
rejected.
This form must be accompanied by appropriate fees.
Nevada Secretary of State Amend Profit-After
Revised: 7-1-08