UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 14C
INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
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Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only [as
permitted by Rule 14a-6(e)(2)]
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Definitive Information Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section
§240.14a-12
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Independence Energy
Corp.
(Exact name of Registrant as specified in its charter.)
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Payment of Filing Fee (Check the appropriate
box):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14c-5(g) and 0-11:
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Title of each class of securities to which
transaction applies:
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Aggregate number of securities to which
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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):
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Proposed maximum aggregate value of
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 240.0-11(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.
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1.
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Amount Previously Paid;
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Form, Schedule or Registration Statement
No.
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Filing Party:
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Date Filed:
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INDEPENDENCE ENERGY
CORP.
219 Chemin Metairie Road
Youngsville, Louisiana 70592
337-269-5933
NOTICE OF ACTION BY
WRITTEN CONSENT OF MAJORITY STOCKHOLDERS
WE ARE NOT ASKING YOU
FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS IS NOT A NOTICE OF
A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED IN THIS
NOTICE.
To the holders of common stock of Independence Energy Corp.:
The enclosed Information Statement is being sent by first class
mail to holders of the common stock of Independence Energy Corp., a
Nevada corporation. In the Information Statement we refer to
Independence Energy Corp. as “Company,”
“we,” “us,” or “our.” The
Information Statement has been filed with the Securities and
Exchange Commission (the “SEC”)
and is being furnished, pursuant to Section 14(c) of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules thereunder, solely to notify our
stockholders that the amendment and restatement of our Articles of
Incorporation have already been approved by the written consent of
holders of a majority of our common stock and our Board of
Directors. The amendments made to our Articles of Incorporation
pursuant to such action are:
1. The
increase of our authorized shares of common stock from 375,000,000
shares of common stock to 450,000,000 shares of common stock, par
value $0.001 per share.
2. The
authorization of up to 5,000 shares of preferred stock with a par
value of $1,000.00 per share, which may be issued from time to time
in one or more series by our Board of Directors with such powers,
designations, preferences, privileges and other terms as may be
determined by our Board of Directors.
3. The
change of our name to RedHawk Holdings Corp.
4. The
removal of the provisions specifying (i) the names and addresses of
our initial Board of Directors and Incorporator, which are no
longer required to be specified in our Articles of Incorporation,
and (ii) the size of our Board of Directors, which will now be
specified in our Bylaws.
Each of these amendments is more fully described in this
Information Statement. These amendments, and the restatement of our
Articles of Incorporation, will not be effective until the Amended
and Restated Articles of Incorporation is filed with the Secretary
of State of the State of Nevada.
The date established by the Company for determining the identity of
stockholders who are entitled to receive the Information Statement
under rules promulgated by the SEC under Section 14(c) of the
Exchange Act is July 2, 2015. As of that date, we had 360,094,082
shares of common stock outstanding.
The Information Statement is being mailed to stockholders on or
about July 31, 2015.
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF INFORMATION STATEMENT RELATING TO
ACTION BY WRITTEN CONSENT OF MAJORITY STOCKHOLDERS
The Information Statement is also available on-line at:
www.independenceenergycorp.com
NO VOTE OR OTHER CONSENT
OF OUR STOCKHOLDERS IS BEING SOLICITED IN CONNECTION WITH THE
INFORMATION STATEMENT.
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By Order of the Board of Directors
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July 31, 2015
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/s/ Daniel J. Schreiber
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Daniel J. Schreiber
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Chairman of the Board
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1
INFORMATION
STATEMENT
July
31, 2015
Action by Written
Consent of Majority Stockholders
WE ARE NOT ASKING YOU
FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
INFORMATION
Action by Written
Consent
On July 31, 2015, our Board of Directors approved the following
actions and directed they be submitted to our stockholders for
approval by majority written consent in lieu of a special meeting
of stockholders:
1. The
increase of our authorized shares of common stock from 375,000,000
shares of common stock to 450,000,000 shares of common stock, par
value $0.001 per share.
2. The
authorization of up to 5,000 shares of preferred stock with a par
value of $1,000.00 per share, which may be issued from time to time
in one or more series by our Board of Directors with such powers,
designations, preferences, privileges and other terms as may be
determined by our Board of Directors.
3. The
change of our name to RedHawk Holdings Corp.
4. The
removal of the provisions in our Articles of Incorporation
specifying (i) the names and addresses of our initial Board of
Directors and Incorporator, which are no longer required to be
specified in our Articles of Incorporation, and (ii) the size of
our Board of Directors, which will now be specified in our
Bylaws.
5. The
restatement of our Articles of Incorporation to reflect the
aforementioned amendments.
On July 31, 2015, Beechwood Properties, LLC (“Beechwood”)
and the Schreiber Living Trust (the “Trust”),
which collectively hold 184,510,752 shares of our common stock, or
51.24% of the voting power of the Company, approved each of the
above amendments and the restatement of our Articles of
Incorporation. Our shares of common stock vote as a single class on
all matters submitted to our stockholders.
These amendments, and the restatement of our Articles of
Incorporation, will not be effective until the Amended and Restated
Articles of Incorporation is filed with the Secretary of State of
the State of Nevada.
This Information Statement is being furnished to you pursuant to
Rule 14c-2 under of the Exchange Act to notify you of the actions
taken by the majority written consent described above. In order to
eliminate the costs and management time involved in obtaining
proxies and in order to effect the amendments to, and restatement
of, our Articles of Incorporation as early as possible, the Board
elected to seek the written consent of the majority stockholders to
reduce the costs and implement the amendments in a timely
manner.
Pursuant to Rule 14c-2 under the Exchange Act, actions taken by
written consent without a meeting of stockholders cannot become
effective until 20 days after the mailing date of a definitive
Information Statement, or as soon thereafter as is practicable.
Under Nevada law, the “record date” for the written
consent is the date on which our Board of Directors resolved to
recommend to our stockholders the adoption of the amendments to our
Articles of Incorporation described above. However, we are not
seeking further written consent from any stockholders other than
Beechwood and the Trust and our other stockholders will not be
given an opportunity to vote with respect to the actions taken. All
necessary corporate approvals have been obtained, and this
Information Statement is furnished solely for the purpose of
advising stockholders of the actions taken by written consent and
giving stockholders advance notice of the actions taken.
This information statement is being first sent to stockholders on
or about July 31, 2015. We anticipate that the amendments to our
Articles of Incorporation will become effective on or about August
20, 2015, twenty (20) days after the date of mailing of this
Information Statement, upon the filing of the Amended and Restated
Articles of Incorporation with the Secretary of State of the State
of Nevada.
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Vote Required
On July 2, 2015, the date for determining the identity of
stockholders who are entitled to receive this Information
Statement, and on the record date for the written consent as
determined under Nevada law, we had 360,094,082 shares of common
stock outstanding, with each share entitled to one vote. The
consent of holders of 180,047,042 shares, or a majority of our
outstanding common stock, is required to approve the amendments to
our Articles of Incorporation described above. Our shares of common
stock vote as a single class on all matters submitted to our
stockholders.
Vote Obtained
On July 31, 2015, Beechwood and the Trust, collectively holding
184,510,752 shares of our common stock, or 51.24% of the voting
power of the Company, approved each of the above described
amendments.
Interest of Certain
Persons in Action by Written Consent
We are not aware of any substantial interest, direct or indirect,
by security holders or otherwise, in the adoption of the above
described amendments to our Articles of Incorporation, except as
described below.
We are currently negotiating the purchase, through a wholly-owned
subsidiary of our Company, of certain commercial real estate from
Beechwood, and interests in commercial real estate assets from
Beechwood and the Trust. Beechwood owns 35.39% of our outstanding
common stock, and is wholly owned and controlled by G. Darcy Klug,
our Chief Financial Officer and Secretary. The Trust owns 15.85% of
our outstanding common stock, and Daniel J. Schreiber, our Chief
Executive Officer and Chairman, has voting and investment power
over the shares of our stock owned by the Trust. In addition, our
management is considering other potential acquisition transactions
with parties that are owned and controlled by our directors and
officers. We will seek to obtain bank financing to finance any
acquisition transaction we undertake. However, if we cannot obtain
bank financing on favorable terms or at all, our Board of Directors
may determine to issue shares of our common or preferred stock as
consideration in such transactions. Therefore, our directors and
officers may have an interest in the amendments to our Articles of
Incorporation increasing the number of our authorized shares of
common stock and authorizing the issuance of preferred stock, to
the extent we may issue stock to parties in which our directors and
officers have an ownership interest.
Meeting Not
Required
Chapter 78 of the Nevada Revised Statutes and Article 3.16 of our
bylaws provide that our stockholders may approve the amendment of
our Articles of Incorporation without a meeting if a written
consent approving the amendments is signed by the stockholders
holding at least a majority of our outstanding shares of common
stock.
Furnishing
Information
This information statement is being furnished to holders of our
common stock as of July 2, 2015. Our Form 10-K for the year ending
January 31, 2015 and all our subsequent reports may be viewed on
the Securities and Exchange Commission web site at www.sec.gov.
Dissenters Rights of
Appraisal
There are no dissenter’s rights of appraisal applicable to
the actions by written consent of stockholders described above.
Security Ownership of
Certain Beneficial Owners and Management
The following table sets forth certain information concerning the
number of shares of our common stock beneficially owned (as
determined under Rule 13d-3 pursuant to the Exchange Act) as of
July 30, 2015, by: (i) our directors; (ii) our named executive
officers; and (iii) each person or group known by us to
beneficially own more than 5% of our outstanding shares of common
stock, as well as by each of our current directors and executive
officers as a group. Unless otherwise indicated, the shareholders
listed below possess sole voting and investment power with respect
to the shares they own. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise
indicated.
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Name
and Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership
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Daniel J. Schreiber(2)
4660 La Jolla Village Drive
San Diego, CA 92122
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Common
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57,064,608
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15.85%
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G. Darcy Klug(3)
Post Office Box 53929
Lafayette, Louisiana
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Common
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127,446,144
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35.39%
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Edward P. Crowley(4)
490 Hatherly Road
Scituate, MA 02066
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—
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—
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John T. Milito(5)
Post Office Box 486
Rancho Santa Fe, California 92067
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—
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—
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Howard J. Taylor(6)
9 Ashfield Park
Leeds 1s6 2qt
United Kingdom
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Common
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19,021,535
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5.28%
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Greg Rotelli(7)
3020 Old Ranch Parkway, Suite 300
Seal Beach, CA 90740
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—
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Directors and Officers as a
group
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Common
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184,510,752
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51.24%
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4
AMENDMENT TO ARTICLES OF
INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
Our Board of Directors and stockholders holding a majority of our
common stock have approved an amendment and restatement of our
Articles of Incorporation to increase the number of authorized
shares of our common stock, par value $0.001 per share, from
375,000,000 shares to 450,000,000 shares, in substantially the form
attached hereto as Appendix
A.
Reason for the
Amendment
We are currently authorized to issue 375,000,000 shares of common
stock with a par value of $0.001 per share. Currently, there are
360,094,082 shares of common stock issued and outstanding and
another 7,452,959 shares are issuable upon the exercise of certain
warrants to purchase our common stock. Other than the foregoing, we
have no definitive plans or arrangements to issue any additional
shares of common stock.
More generally, the increase in the authorized number of shares of
our common stock will enable us to engage in possible future
transactions and such other corporate purposes as the Board of
Directors determines in its discretion. These corporate purposes
may include future stock splits, stock dividends or other
distributions, future financings, acquisitions and stock option and
other equity benefits under possible new benefit plans. The Board
of Directors does consider from time to time various transactions
with the intention of increasing stockholder value. For example, as
described above, it is currently negotiating the purchase of real
estate interests from Beechwood and the Trust. However, the Company
has not finalized the terms of or entered into a definitive
agreement for those transactions, and there are no other definitive
agreements pending or imminent with respect to any other
transaction or the issuance of any shares of our common stock.
After the increase in the authorized number of shares of our common
stock takes effect, there will be available for issuance 89,905,918
shares of common stock, including approximately 7,452,959 shares
reserved for issuance upon the exercise of certain warrants to
purchase shares of our common stock. The par value of our common
stock will remain $0.001 per share and our shares of common stock
will continue to vote as a single class on all matters submitted to
our shareholders. No further consent or approval of stockholders
will be solicited before the issuance of any shares of common
stock, except as provided under the appropriate Nevada corporate
law or under the rules of any national securities exchange on which
shares of stock of our Company are then listed
Certain Effects of the
Amendment
The increase in authorized shares of common stock is not being
proposed as a means of preventing or dissuading a change in control
or takeover of us. However, use of these shares for such a purpose
is possible. Authorized but unissued or unreserved common stock,
for example, could be issued in an effort to dilute the stock
ownership and voting power of persons seeking to obtain control of
us or could be issued to purchasers who would support the Board of
Directors in opposing a takeover proposal. In addition, the
increase in authorized shares of common stock, if approved, may
have the effect of discouraging a challenge for control or make it
less likely that such a challenge, if attempted, would be
successful. The Board of Directors and our executive officers have
no knowledge of any current effort to obtain control of us or to
accumulate large amounts of shares of our common stock, other than
the accumulations that have already occurred by Beechwood and the
Trust, entities that are controlled by our Chief Financial Officer
and Secretary and our Chief Executive Officer, respectively. The
first date on which Beechwood and the Trust together beneficially
owned a majority of our outstanding common stock was June 25, 2015,
when Beechwood acquired 19,021,536 shares from Paul A. Rachmuth
pursuant to a Stock Purchase Agreement for $0.0026 per share,
funded through Beechwood’s working capital. The holders of
shares of our common stock are not entitled to preemptive rights
with respect to the issuance of additional shares of common stock
or securities convertible into or exercisable for shares of common
stock, unless otherwise determined by our Board of Directors.
Accordingly, the issuance of additional shares of our common stock
or such other securities might dilute the ownership and voting
rights of stockholders.
The amendment to the Articles of Incorporation would not change the
terms of the common stock. The additional authorized shares of
common stock will have the same voting rights, the same rights to
dividends and distributions and will be identical in all other
respects to the common stock now authorized.
We could also use the additional shares of common stock for
potential strategic transactions, including, among other things,
acquisitions, spin-offs, strategic partnerships, joint ventures,
restructurings, divestitures, business combinations and
investments. We cannot provide assurances that any such
transactions will be consummated on favorable terms or at all, that
they will enhance stockholder value or that they will not adversely
affect our business or the trading price of the common stock.
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Any such transaction may require us to incur non-recurring or other
charges and may pose significant integration challenges and/or
management and business disruptions, any of which could materially
and adversely affect our business and financial results.
AMENDMENT TO ARTICLES OF
INCORPORATION
TO AUTHORIZE THE ISSUANCE OF SHARES OF PREFERRED STOCK
Our Board of Directors and stockholders holding a majority of our
common stock have approved an amendment to and restatement of our
Articles of Incorporation, in substantially the form attached
hereto as Exhibit
A, to authorize the issuance of up to 5,000 shares of
preferred stock, par value $1,000.00 per share, with such rights,
preferences and limitations as may be set from time to time by
resolution of our Board of Directors and the filing of a
certificate of designation as required by the applicable state and
federal laws.
Reason for the
Amendment
The Board believes that authorizing the issuance of the preferred
stock is in the best interest of the Company and its stockholders
in that it will provide the Company with available preferred stock
that could be issued for various corporate purposes that may be
identified in the future, including acquisitions, stock options,
convertible debt and equity financings. The Board also believes
that it is in the Company’s and its stockholders’ best
interests to authorize the issuance of preferred stock to enable
the Company to promptly take advantage of market conditions and the
availability of favorable opportunities without the delay and
expense associated with holding a special meeting of stockholders,
as well as to allow, from time to time, the Company to meet its
present or future obligations by designating and issuing shares of
preferred stock. Although the Company has no other current
financing plans, agreements or commitments for financing, if an
opportunity should present itself, the Company may designate and
issue shares of preferred stock in connection with such a financing
from time to time. The Board of Directors does consider from time
to time various transactions with the intention of increasing
stockholder value. For example, as described above, it is currently
negotiating the purchase of real estate interests from Beechwood
and the Trust. However, the Company has not finalized the terms of
or entered into a definitive agreement for those transactions, and
there are no other definitive agreements pending or imminent with
respect to any other transaction or the issuance of any shares of
our preferred stock.
The amendment will provide the Board with the ability to designate
and issue preferred stock without a further vote of the
stockholders of the Company, except as provided under the
appropriate Nevada corporate law or under the rules of any national
securities exchange on which shares of stock of our Company are
then listed.
Certain Effects of the
Amendment
In addition to the foregoing, in our efforts to further our
business, our Board of Directors may seek to complete additional
financings in the near future. At this time we do not have any
definitive plans to issue any additional shares, but our Board of
Directors does consider from time to time various transactions that
could involve the issuance of shares of our preferred stock with
the intention of increasing stockholder value. However, if and when
we do determine to pursue an additional financing or business
transaction, having authorized preferred stock available for
designation and issuance in the future may give us flexibility and
allow such shares to be issued without the expense and delay of a
stockholder meeting. At this time, the amendment to authorize the
issuance of preferred stock is not related to any plans or
intentions to enter into a specific merger, consolidation,
acquisition or similar business transaction.
Further, there are certain advantages and disadvantages of the
amendment. The advantages include, among others, the ability to
raise capital by issuing capital stock under the transactions
described above, or other financing transactions, and to have
shares of our capital stock available to pursue business expansion
opportunities, if any. The disadvantages include, among others,
that the issuance of additional shares of our capital stock could
be used to deter a potential takeover of us that may otherwise be
beneficial to stockholders by diluting the shares held by a
potential acquiror or issuing shares to a stockholder that will
vote in accordance with the recommendations of our Board of
Directors. A takeover may be beneficial to independent stockholders
because, among other reasons, a potential acquiror may offer such
stockholders a premium for their shares of stock compared to the
then-existing market price. We do not have any plans or proposals
to adopt provisions or enter into agreements that may have material
anti-takeover consequences.
Authorized, but unissued shares of preferred stock, may be used by
the Company for any purpose permitted under Nevada law, including
but not limited to, paying stock dividends or granting rights
convertible into our common stock, raising capital, providing
equity incentives to employees, officers, directors, and service
providers, and entering into transactions that the
6
Board believes provide the potential for growth and profit.
Although, except as discussed hereof, we presently have no plan,
commitment, arrangement, understanding or agreement to issue shares
of preferred stock, the Company may, in the future, issue preferred
stock in connection with the activities described above or
otherwise.
The authorization of preferred stock will not have any immediate
effect on the rights of existing stockholders. However, as
discussed above, when the amendment takes effect, our Board may
cause the designation and issuance of preferred stock without
further vote of our stockholders. These future issuances may have
dilutive effect on our current common stockholders and may cause a
reduction in the market price of our common stock. In addition, as
discussed above, the proposed amendment could, under certain
circumstances, have an anti-takeover effect, although this is not
the intention of this action. For example, in the event of a
hostile attempt to obtain control of the Company, it may be
possible for the Company to impede the attempt by issuing shares of
preferred stock with conversion rights to our common stock, which
would dilute the voting power of the other outstanding shares and
increase the potential cost to acquire control of the Company. The
amendment therefore may have the effect of discouraging unsolicited
takeover attempts, potentially limiting the opportunity for our
stockholders to dispose of their shares at a premium. The proposed
amendment may have the effect of permitting our current management,
including the current Board, to retain its position, and place it
in a better position to resist changes that stockholders may wish
to make if they are dissatisfied with the conduct of our business.
However, our Board is not aware of any attempt to take control of
the Company, and our Board has not presented this amendment with
the intent that it be utilized as a type of anti-takeover
device.
While the amendment may have anti-takeover ramifications, the Board
believes that the financial flexibility offered by the
authorization of preferred stock will outweigh the disadvantages.
To the extent that the authorization of preferred stock may have
anti-takeover effects, third parties seeking to acquire us may be
encouraged to negotiate directly with our Board, enabling us to
consider the proposed transaction in a manner that best serves all
of the stockholders’ interests.
AMENDMENT TO ARTICLES OF
INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
Our Board of Directors and stockholders holding a majority of our
common stock have approved an amendment and restatement of our
Articles of Incorporation to change our name from Independence
Energy Corp. to RedHawk Holdings Corp., in substantially the form
attached hereto as Appendix
A.
Reason for the
Amendment
Our Board of Directors intends to expand and refocus the
Company’s business beyond oil and gas exploration and medical
device distribution to include a more diversified investment
portfolio. Further, we are in the process of disposing of all of
our remaining oil and gas interests, and we do not foresee oil and
gas exploration being a material part of our business going
forward. Our Board of Directors believes that by changing our name,
we will have to opportunity to disconnect, in the public eye, from
our previous operations.
AMENDMENT TO ARTICLES OF
INCORPORATION
TO REMOVE REFERENCES TO INITIAL BOARD OF DIRECTORS AND
INCORPORATOR
Our Board of Directors and stockholders holding a majority of our
common stock have approved an amendment and restatement of our
Articles of Incorporation to remove provisions identifying our
initial Board of Directors and Incorporator, in substantially the
form attached hereto as Appendix
A.
Reason for the
Amendment
The identification of the names and addresses of the members of our
initial Board of Directors and Incorporator are required to be set
forth in our Articles of Incorporation under the Nevada Revised
Statutes. However, for restated Articles of Incorporation, which
our Board of Directors and stockholders holding a majority of our
common stock have approved, these items may be removed in
accordance with the Nevada Revised Statutes. Our Board of Directors
believes that it is beneficial to now remove reference to our
initial Board of Directors and Incorporator since they are no
longer involved with, or have any association with the affairs or
operation of, our business.
7
AMENDMENT TO ARTICLES OF
INCORPORATION
TO REMOVE REFERENCE TO SIZE OF BOARD OF DIRECTORS
Our Board of Directors and stockholders holding a majority of our
common stock have approved an amendment and restatement of our
Articles of Incorporation, in substantially the form attached as
Appendix
A, to remove the provision specifying that our Board of
Directors shall consist of at least one, but not more than five
directors. As amended, our Articles of Incorporation will state
that the size of our Board of Directors shall be set forth in our
Bylaws, and may be increased or decreased by amendment to our
Bylaws.
Reason for the
Amendment
Currently our Articles of Incorporation provide that our Board of
Directors shall consist of at least one, but not more than five
directors. Our Bylaws also currently provide that our Board of
Directors shall consist of at least one, but not more than nine
directors. While these provisions conflict in that our Bylaws
permit a larger sized Board of Directors than our Articles of
Incorporation, the current size of our Board of Directors is set at
four, and therefore there is no breach of either governing
document. However, in order to avoid any future conflicts, our
Board of Directors believes that any provision governing the size
of our Board of Directors be contained in our Bylaws only, which
may be amended from time to time by our Board of Directors or our
stockholders. Any such amendments would not require amendment to
our Articles of Incorporation or other filings with the Secretary
of State of the State of Nevada, thereby saving us time and
expense.
While the size of our Board of Directors is currently set at four,
we have three directors serving at this time. Our Board of
Directors is actively seeking a candidate to serve as our fourth
director.
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INDEPENDENCE ENERGY CORP.
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/s/ Daniel J. Schreiber
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Daniel J. Schreiber, Chief Executive
Officer
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July 31, 2015
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Appendix A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
REDHAWK HOLDINGS CORP.
A Nevada Corporation
The undersigned, being the President of RedHawk Holdings Corp.
(formerly Independence Energy Corp. and herein referred to as the
“Corporation”), in accordance with Section 78.403 of
the Nevada Revised Statutes, does hereby certify that:
1. The
Corporation is a corporation organized and existing under the laws
of the State of Nevada, pursuant to those certain Articles of
Incorporation of Oliver Creek Resources, Inc., dated as of November
30, 2005.
2. On July
31, 2015, the holders of a majority of the issued and outstanding
shares of common stock of the Corporation, in accordance with
Sections 78.390 and 78.010(a) of the Nevada Revised Statutes, duly
authorized these Amended and Restated Articles of Incorporation of
the Corporation restating, integrating and amending the provisions
of the Articles of Incorporation, as amended, of this
Corporation.
3. The
text of the Articles of Incorporation of the Company is amended and
restated in the form approved by the holders of a majority of the
issued and outstanding shares of common stock of the Corporation to
read in its entirety as follows:
ARTICLE I
NAME
The name of the corporation is REDHAWK HOLDINGS CORP.
ARTICLE II
PRINCIPAL OFFICE
Section 2.01 RESIDENT AGENT. The name and address of its
resident agent for service process is Resident Agents of Nevada,
Inc. 711 S. Carson, Suite 4, Carson City, Nevada 89701.
Section 2.02 OTHER OFFICES. The corporation may also
maintain offices for the transaction of any business at such other
places within or without the State of Nevada as it may from time to
time determine. Corporate business of every kind and nature may be
conducted, and meetings of directors and stockholders held outside
the State of Nevada with the same effect as if in the State of
Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any
lawful activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 NUMBER AND CLASS.
(a) The amount of the total authorized common capital stock of this
corporation is Four Hundred Fifty Million (450,000,000) shares with
a par value of $0.001 designated as Common Stock. The Common Stock
may be issued from time to time without action by the stockholders.
The Common Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.
(b) The amount of the total authorized preferred capital stock of
this corporation is Five Thousand (5,000) shares with a par value
of $1,000 designated as Preferred Stock. The Preferred Stock may be
issued from time to time without action by the stockholders. The
Preferred Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors. The Preferred
Stock may be issued in one or more series, from time to time, with
each
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such series to consist of such number of shares and to have such
voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or
restrictions thereof, as shall be stated in the resolution or
resolutions providing for the issuance of such series adopted by
the Board of Directors, and the Board of Directors is hereby
expressly vested with the authority, to the full extent now or
hereafter provided by law, to adopt any such resolution or
resolutions.
Section 4.02 NO PREEMPTIVE RIGHTS. Holders of the Common
Stock and the Preferred Stock of the corporation shall not have any
preference, preemptive right, or right of subscription to acquire
any shares of the corporation authorized, issued or sold, or to be
authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and convertible
into shares of the corporation, nor to any right of subscription
thereto, other than to the extent, if any, the Board of Directors
in its discretion, may specifically determine from time to time,
including as set forth in any resolution or resolutions providing
for the issuance of such Common Stock or Preferred Stock, as
applicable, series adopted by the Board of Directors.
Section 4.03 ASSESSMENT OF SHARES. The Common Stock of
the corporation, after the amount of the subscription price has
been paid, in money, property or services, as the directors of the
corporation shall determine, shall not be subject to assessment to
pay the debts of the corporation, nor for any other purpose, and no
stock issued as fully paid shall ever be assessable or assessed,
and the Articles of Incorporation shall not be amended in this
particular.
ARTICLE V
DIRECTORS
Section 5.01 GOVERNING BOARD. The members of the Board of
Directors of the corporation shall be styled directors.
Section 5.02 NUMBER OF DIRECTORS. The number of directors
shall be set forth in the bylaws of the corporation and may be
increased or decreased by duly adopted amendment to the bylaws of
the corporation.
ARTICLE VI
PERIOD OF DURATION
This corporation is to have A PERPETUAL existence.
ARTICLE VII
DIRECTORS’ AND OFFICERS’ LIABILITY
A director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this Article
shall not eliminate or limit the liability of a director or officer
for (i) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or (ii) the unlawful payment
of dividends. Any repeal or modification of this Article by the
stockholders of the corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability
of a director or officer of the corporation for acts and omissions
prior to such repeal or modification.
ARTICLE VIII
INDEMNITY
Every person who was or is a party to, or is threatened to be made
a party to, or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason
of the fact that he, or a person of whom he is the legal
representative, is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss
(including attorneys’ fees, judgments, fines and amounts paid
or to be paid in settlement) reasonably incurred or suffered by him
in connections therewith. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such
person. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by
the corporation. Such right of indemnification shall not be
exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire, and, without
limiting the generality of such statement, they shall be entitled
to their respective rights of
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indemnification under any bylaw, agreement, vote of stockholders,
provision of law, or otherwise, as well as their rights under this
Article. Without limiting the application of the foregoing, the
Board of Directors may adopt bylaws from time to time with respect
to indemnification, to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and
may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation
as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprises, against any liability asserted against such person and
incurred in any such capacity or arising out of such status,
whether or not the corporation would have the power to indemnify
such person. The indemnification provided in this Article shall
continue as to a person who has ceased to be a director, officer,
employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such person.
ARTICLE IX
AMENDMENTS
Subject at all times to the express provisions of Section 4.03,
hereof, which cannot be amended, the corporation reserves the right
to amend, alter, change, or repeal any provision contained in these
Amended and Restated Articles of Incorporation or its bylaws, in
the manner now or hereafter prescribed by statute or by these
Amended and Restated Articles of Incorporation or said bylaws, and
all rights conferred upon the stockholders are granted subject to
this reservation.
ARTICLE X
POWERS OF DIRECTORS
In furtherance, and not in limitation of the powers conferred by
statue, the Board of Directors is expressly authorized:
(1) Subject to
the bylaws, if any, adopted by the stockholders, to make, alter or
repeal the bylaws of the corporation;
(2) To authorize
and cause to be executed mortgages and liens, with or without limit
as to amount, upon the real and personal property of the
corporation;
(3) To authorize
the guaranty by the corporation of securities, evidences of
indebtedness and obligations of other persons, corporations and
business entities;
(4) To set apart
out of any of the funds of the corporation available for dividends
a reserve or reserves for any proper purpose and to abolish any
such reserve; and
(5) By
resolution adopted by a majority of the whole Board of Directors,
to designate one or more committees, each committee to consist of
one or more of the directors of the corporation, which, to the
extent provided in the resolution or in the bylaws, of the Board of
Directors in the management of the business and affairs of the
corporation, any may authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the
bylaws of the corporation or as may be determined from time to time
by resolution adopted by the Board of Directors.
All corporate powers of the corporation shall be exercised by the
Board of Directors except as otherwise provided herein, in
accordance with the bylaws, or by law.
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IN WITNESS WHEREOF, the undersigned authorized officer has hereunto
set his hand this ____ day of __________, 2015 hereby declaring and
certifying that the facts stated herein above are true.
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Daniel J. Schreiber
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President and Chief Executive Officer
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ACKNOWLEDGMENT
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STATE OF
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_________________________)
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: ss
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CITY OF
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_________________________)
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On this ___ day of __________, 2015, Daniel J. Schreiber personally
appeared before me, a Notary Public, and acknowledged to me that he
executed the foregoing instrument for the purposes therein set
forth.
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