UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 5, 2015
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DOUBLE CROWN RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-53389
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98-0491567
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10120 S. Eastern Ave., Suite 200, Henderson, NV
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89052
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (707) 961-6016
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Double Crown Resources, Inc. (the “Company”) issued a press release today announcing that (i) payment commitment of over $1 million has been received for the Company’s first order in a pilot program for strategic industrial minerals, and (ii) it has commenced a consent solicitation (the “Consent Solicitation”). A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this current report on Form 8-K.
As described more fully in the Consent Solicitation Statement, dated April 27, 2015, filed with the Securities and Exchange Commission (the “SEC”) and mailed to the Company’s stockholders as of the record date on April 27, 2015 (the “Statement”), the purpose of the Consent Solicitation is to:
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(i)
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Elect five Board of Directors nominees for the ensuing year or, if earlier, until their successors are duly elected and qualified (the “Election of Directors Proposal”)
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(ii)
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Approve an amendment to the Company’s articles of incorporation, as amended, to effect an increase in the Company’s authorized capital stock, at the discretion of the Company’s Board of Directors, from 500,000,000 shares to an amount not to exceed 1,000,000,000 shares, with the final amount of the increase to be determined at the discretion of the Company’s Board; provided, however, that the increase in our authorized capital stock must be effective, if at all, on or before September 30, 2015 (the “Articles Amendment Proposal”),
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(iii)
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Provide a non-binding advisory consent on executive compensation (the “Say-on-Pay Proposal”), and
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(iv)
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Provide a non-binding advisory consent on the frequency of executive compensation advisory votes (the “Say-on-Frequency Proposal” and collectively with the Election of Directors Proposal, the Articles Amendment Proposal, the Say-on-Pay Proposal, the “Proposals”).
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Each of the Proposals, other than the Articles Amendment Proposal, will be adopted and become effective when properly completed consents are signed by the holders of a majority of the shares of common stock outstanding as of the record date. If the Articles Amendment Proposal is approved, the Board would have the discretion to elect, as it determines to be in the best interests of our company and its stockholders, to effect the Articles Amendment Proposal at any time before September 30, 2015. The Board may elect not to implement the Articles Amendment Proposal in its sole discretion. The Board believes that approval of a proposal granting this discretion to the Board provides the Board with appropriate flexibility to achieve the purposes of the raising of the authorized share limit, if implemented, and to act in the best interests of our company and its stockholders. None of the Proposals is subject to, or conditioned upon, the effectiveness of any or all of the other Proposals.
In order to effect an orderly restructuring of the Company’s balance sheet and capital structure, and to finance the business plan, the Company has determined to attempt to raise the authorized share limit of its common stock. The purpose of restructuring the balance sheet is to provide sufficient shares to meet the Company’s outstanding obligations, such as reserving sufficient shares to cover conversion of the Company’s current and future financed convertible indebtedness to a level which the Company believes is more in line with a typical capital structure which would be more attractive to potential future investors and financial institutions. The Company also desires to have shares available to raise further capital if needed to achieve its business plan. Notwithstanding the foregoing, the Company has no obligation to issue such shares and there are no plans, proposals or arrangements currently contemplated by the Company that would involve the issuance of the newly authorized.
In order for the Proposals to be adopted, we must receive written consents signed by the holders of record of a majority of the shares of common stock outstanding as of April 17, 2015, the record date. The Company has set May 30, 2015 as the goal for submission of written consents.
A more comprehensive description of the Consent Solicitation can be found in the Statement and the related consent form (together, the “Solicitation Documents”). This current report on Form 8-K is for information purposes only and the Consent Solicitation is being made only by, and pursuant to the terms of, the Solicitation Documents.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Consent Solicitation discussed in this current report on Form 8-K, the Company has filed the Statement and relevant documents concerning the Consent Solicitation with the SEC. The definitive consent solicitation statement and a form of consent are being mailed to the Company’s stockholders. STOCKHOLDERS ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the Statement and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. The Company’s stockholders can also obtain free copies of the Statement and other relevant documents by contacting the Company’s Investor Relations Department, 10120 S. Eastern Ave., Suite 200, Henderson, Nevada 89052 (telephone: (707) 961-6016) or from the Company’s website, www.doublecrownresources.com.
The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of consents. Information regarding our directors and executive officers is available in our annual report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on April 10, 2015, and the Statement and other relevant materials filed with the SEC in connection with these matters. Other information regarding the participants in the Consent Solicitation and a description of their direct and indirect interests, by security holdings or otherwise, if any, are contained in the Statement and other relevant materials filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press release of the Company dated May 5, 2015.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DOUBLE CROWN RESOURCES, INC. |
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| Date: May 5, 2015 |
By: |
/s/ Jerold S. Drew |
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Name: |
Jerold S. Drew |
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Title:
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Chief Executive Officer and Acting Chief Financial Officer |
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EXHIBIT 99.1
Double Crown Resources Receives Full Payment Commitment for 1st Strategic Pilot Industrial Mineral Program and Commences Consent Solicitation
HENDERSON, Nev. (ACCESSWIRE) -- May 5, 2015 -- Double Crown Resources, Inc. (OTCQB: DDCC), a fully reporting company, is pleased to announce that a commitment for payment in full of over $1 million has been received for the company’s first order in a pilot program for strategic industrial minerals. The receipt of the signed purchase order for this shipment was previously announced on April 28th as part of an initial pilot program for the ongoing supply of the customer’s oilfield drilling operation in Latin America. This first order represents one of multiple industrial commodity supply projects that Double Crown management has been developing over many months and more such orders are anticipated in the near term.
Double Crown has also commenced a consent solicitation (the “Consent Solicitation”). As described more fully in the Consent Solicitation Statement, dated April 27, 2015, filed with the Securities and Exchange Commission (the “SEC”) and mailed to the Company’s stockholders as of the record date on April 27, 2015 (the “Statement”), the purpose of the Consent Solicitation is to:
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(i)
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Elect five Board of Directors nominees for the ensuing year or, if earlier, until their successors are duly elected and qualified (the “Election of Directors Proposal”)
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(ii)
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Approve an amendment to the Company’s articles of incorporation, as amended, to effect an increase in the Company’s authorized capital stock, at the discretion of the Company’s Board of Directors, from 500,000,000 shares to an amount not to exceed 1,000,000,000 shares, with the final amount of the increase to be determined at the discretion of the Company’s Board; provided, however, that the increase in our authorized capital stock must be effective, if at all, on or before September 30, 2015 (the “Articles Amendment Proposal”),
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(iii)
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Provide a non-binding advisory consent on executive compensation (the “Say-on-Pay Proposal”), and
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(iv)
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Provide a non-binding advisory consent on the frequency of executive compensation advisory votes (the “Say-on-Frequency Proposal” and collectively with the Election of Directors Proposal, the Articles Amendment Proposal, the Say-on-Pay Proposal, the “Proposals”).
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Each of the Proposals, other than the Articles Amendment Proposal, will be adopted and become effective when properly completed consents are signed by the holders of a majority of the shares of common stock outstanding as of the record date. If the Articles Amendment Proposal is approved, the Board would have the discretion to elect, as it determines to be in the best interests of our company and its stockholders, to effect the Articles Amendment Proposal at any time before September 30, 2015. The Board may elect not to implement the Articles Amendment Proposal in its sole discretion. The Board believes that approval of a proposal granting this discretion to the Board provides the Board with appropriate flexibility to achieve the purposes of the raising of the authorized share limit, if implemented, and to act in the best interests of our company and its stockholders. None of the Proposals is subject to, or conditioned upon, the effectiveness of any or all of the other Proposals.
In order to effect an orderly restructuring of the Company’s balance sheet and capital structure, and to finance the business plan, the Company has determined to attempt to raise the authorized share limit of its common stock. The purpose of restructuring the balance sheet is to provide sufficient shares to meet the Company’s outstanding obligations, such as reserving sufficient shares to cover conversion of the Company’s current and future financed convertible indebtedness to a level which the Company believes is more in line with a typical capital structure which would be more attractive to potential future investors and financial institutions. The Company also desires to have shares available to raise further capital if needed to achieve its business plan. Notwithstanding the foregoing, the Company has no obligation to issue such shares and there are no plans, proposals or arrangements currently contemplated by the Company that would involve the issuance of the newly authorized.
In order for the Proposals to be adopted, we must receive written consents signed by the holders of record of a majority of the shares of common stock outstanding as of April 17, 2015, the record date. The Company has set May 30, 2015 as the goal for submission of written consents.
A more comprehensive description of the Consent Solicitation can be found in the Statement and the related consent form (together, the “Solicitation Documents”). This current report on Form 8-K is for information purposes only and the Consent Solicitation is being made only by, and pursuant to the terms of, the Solicitation Documents.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Consent Solicitation discussed in this current report on Form 8-K, the Company has filed the Statement and relevant documents concerning the Consent Solicitation with the SEC. The definitive consent solicitation statement and a form of consent are being mailed to the Company’s stockholders. STOCKHOLDERS ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the Statement and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. The Company’s stockholders can also obtain free copies of the Statement and other relevant documents by contacting the Company’s Investor Relations Department, 10120 S. Eastern Ave., Suite 200, Henderson, Nevada 89052 (telephone: (707) 961-6016) or from the Company’s website, www.doublecrownresources.com.
The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of consents. Information regarding our directors and executive officers is available in our annual report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on April 10, 2015, and the Statement and other relevant materials filed with the SEC in connection with these matters. Other information regarding the participants in the Consent Solicitation and a description of their direct and indirect interests, by security holdings or otherwise, if any, are contained in the Statement and other relevant materials filed with the SEC.
About Double Crown Resources, Inc.
Double Crown Resources, Inc. (OTCQB: DDCC) is a public, fully reporting company in the natural resource development and supply business. It currently markets the patent-pending, multi-advantage container system called TransLock² (TransLock Squared). This system is designed for highly efficient, economical and environmentally friendly shipment of aggregate commodities to the oilfield services industry. TransLock² may also be used to transport fluid shipments for a wide range of other industries including agriculture, chemicals, construction, etc. Oilfield service & commodity supply projects are another main focus of marketing activity. Additionally, the company holds a 100% interest in the Bateman gold and nickel prospect near Thunder Bay, Ontario, Canada. Double Crown Resources, Inc., originally founded in 2006, is based in Henderson, NV with marketing offices in Houston, TX.
Neither this press release nor any related calls or discussions constitutes an offer to sell, or the solicitation of an offer to buy, any securities.
Forward-Looking Statements
You should not place undue reliance on forward-looking statements in this press release. This press release contains forward-looking statements that involve risks and uncertainties. Words such as “will,” “anticipates,” “believes,” “plans,” “goal,” “expects,” “future,” “intends,” and similar expressions are used to identify these forward-looking statements. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2014 as updated from time to time in our filings with the Securities and Exchange Commission. The Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services. For further information about Double Crown Resources, Inc., please refer to its website at http://www.doublecrownresources.com/.
CONTACT:
Double Crown Resources, Inc.
Jerold S. Drew, CEO & Chairman of the Board
10120 S. Eastern Ave. Suite 200
Henderson, Nevada 89052
Phone: (707) 961-6016
Email: info@doublecrownresources.com
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