UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, C.D. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934
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 14c-5(d)2)) |
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[X] |
Definitive Information Statement
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LITHIUM EXPLORATION GROUP, INC.
(Name of Registrant as Specified in Charter)
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 transaction
applies: |
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Per unit price or other underlying value of transaction,
computed pursuant to Exchange Act Rule O- 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
transaction: |
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Total fee paid: |
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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 O-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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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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SCHEDULE 14C INFORMATION STATEMENT
Pursuant to
Regulation 14C of the Securities Exchange Act of 1934 as amended
LITHIUM EXPLORATION GROUP, INC.
3800 North Central
Avenue, Suite 820
Phoenix, Arizona 85012
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the Board of
Directors of Lithium Exploration Group, Inc., a Nevada corporation (we, our,
us, the corporation"), to the holders of record at the close of business on
the record date, July 13, 2015 of our outstanding common stock, $0.001 par value
per share, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act
of 1934, as amended. This Information Statement is being furnished to such
stockholders for the purpose of informing the stockholders in regards to:
- an amendment (the Amendment) to our Articles of Incorporation to
increase the authorized number of shares of our common stock from
2,000,000,000 shares of common stock, par value $0.001 to 10,000,000,000
shares of common stock, par value of $0.001 per share; and
- the approval of a reverse stock split of our issued and outstanding shares
on the basis of up to 200 old shares for 1 new share, to be implemented at the
discretion of the Board of Directors by July 13, 2016 (the "Reverse Stock
Split");
Our Board of Directors (sole director) approved the Amendment
and the Reverse Stock Split on July 9, 2015.
On July 13, 2015, subsequent to the approval by our Board of
Directors of the Amendment and the Reverse Stock Split, the holder of the
majority of the outstanding shares of our corporation entitled to vote gave us
written consent for the Amendment and the Reverse Stock Split.
Following the expiration of the twenty-day (20) period mandated
by Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, our
corporation will file a Certificate of Amendment to amend our Articles of
Incorporation to give effect to the Amendment. We will not file the Certificate
of Amendment to our Articles of Incorporation until at least twenty (20) days
after the filing and mailing of this Information Statement. The proposed
Certificate of Amendment to our Articles of Incorporation is attached hereto as
Schedule A. The Certificate of Amendment will become effective when it is filed
with the Nevada Secretary of State. We anticipate that such filing will occur
twenty (20) days after this Information Statement is first mailed to our
shareholders.
Although stockholders have approved the Reverse Stock Split, we
may abandon or delay the Reverse Stock Split if our Board of Directors
determines that it is no longer in the best interests of our corporation or our
stockholders. If the Reverse Stock Split is not implemented by our Board of
Directors by July 13, 2016, 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.
If our Board of Directors decides to implement the Reverse
Stock Split, it will become effective upon approval of The Financial Industry
Regulatory Authority ("FINRA").
Record Date and Expenses
The entire cost of furnishing this Information Statement will
be borne by our corporation. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information
Statement to the beneficial owners of our common stock held of record by them.
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Our Board of Directors has fixed the close of business on July
13, 2015 as the record date for the determination of shareholders who are
entitled to receive this Information Statement. There were 1,514,868,499 shares
of our common stock and 26,000,000 shares of Series A Preferred Stock issued
and outstanding on July 13, 2015. We anticipate that a definitive copy of this
Information Statement will be mailed on or about August 1, 2015 to all
shareholders of record as of the record date.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY
STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE
AMENDMENT TO OUR ARTICLES OF INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS
TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement,
since June 30, 2015, being the commencement of our last 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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any director or officer of our corporation; |
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any proposed nominee for election as a director of our
corporation; and |
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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 Shareholders and Security Ownership of
Management". To our knowledge, no director has advised that he intends to oppose
the Amendment, as more particularly described herein.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF
MANAGEMENT
As of July 13, 2015, we had a total of 1,514,868,499 shares of
common stock ($0.001 par value per share) and 26,000,000 shares of Series A
Preferred Stock issued and outstanding.
The following table sets forth, as of July 13, 2015, certain
information with respect to the beneficial ownership of our voting securities by
each stockholder known by us to be the beneficial owner of more than 5% of our
voting securities and by each of our current directors and executive officers.
Each person has sole voting and investment power with respect to voting
securities, except as otherwise indicated. Beneficial ownership consists of a
direct interest in the voting securities, except as otherwise indicated.
Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial
Ownership |
Percentage
of
Class(1) |
Alexander Walsh (President, Chief Executive
Officer, Director) 320 E. Fairmont Dr. Tempe AZ 85282 |
10,719,020 Common Stock |
(2) |
All Directors and Executive Officers as
a Group |
10,719,020 Common
Shares |
(2) |
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial
Ownership |
Percentage
of
Class(1) |
Blue Citi
LLC(3) 440 East 79th
Street Suite 4m/Co Muss New York New
York 10075
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120,192,307 Common Shares(4)
26,000,000 Shares of Series A Preferred
Stock(5) |
52.29% (6)
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Other Shareholders |
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52.29% |
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(1) |
Based on 1,514,868,499 shares of common stock issued and
outstanding as of July 13, 2015. 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) |
Robert Malin and Linda Malin have shared voting and
dispositive control over securities held by Blue Citi LLC. |
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(4) |
Includes unissued common shares underlying convertible
promissory notes which Blue Citi LCC is entitled to purchase within 90
days of July 13, 2015. |
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(5) |
Includes 26,000,000 shares of Series A Preferred Stock
which carry common share voting rights at the rate of 62 votes per share
of Series A Preferred Stock. The 26,000,000 shares of Series A
Preferred Stock will expire and be deemed cancelled on July 9,
2016. |
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(6) |
Based on combined voting power of common stock and Series
A Preferred Stock held by Blue Citi LLC. |
INCREASE OF AUTHORIZED CAPITAL
Action and Effect
Our Board of Directors (sole director) approved the Amendment
to increase our authorized capital so that we will have a sufficient number of
common shares available to fulfill our contractual obligations in relation to
outstanding convertible promissory notes and stock purchase warrants issued by
our corporation, and to accommodate any future equity financings which we may
undertake.
Subsequent to our Board of Directors' approval of the
Amendment, the holder of the majority of the outstanding shares of our
corporation entitled to vote gave us their written consent to the Amendment on
July 13, 2015. Therefore, following the expiration of the twenty-day (20) period
mandated by Rule 14c and the provisions of Chapter 78 of the Nevada Revised
Statutes, our corporation will file a Certificate of Amendment to amend our
Articles of Incorporation to give effect to the Amendment. We will not file the
Certificate of Amendment to our Articles of Incorporation until at least twenty
(20) days after the filing and mailing of this Information Statement.
The proposed Certificate of Amendment to our Articles of
Incorporation is attached hereto as Schedule A. The Certificate of Amendment
will become effective when it is filed with the Nevada Secretary of State. We
anticipate that such filing will occur twenty (20) days after this Information
Statement is first mailed to our shareholders.
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REVERSE STOCK SPLIT
Action and Effect
Our Board of Directors approved the Reverse Stock Split so that
it may, at its option, during the next 12 months, consolidate our outstanding
shares, thereby potentially increasing the per share market value of our common
stock, which would make us more attractive as a business combination target.
However, in many cases, the market price of a corporations shares declines
after a reverse stock split.
On July 13, 2015, subsequent to the approval by Board of
Directors of the Reverse Stock Split, the holders of the majority of the
outstanding shares of our corporation entitled to vote gave us their written
consent to implement the Reverse Stock Split at the option of the Board of
Directors by July 13, 2016.
Although stockholders have approved 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 corporation or our stockholders. If
the Reverse Stock Split is not implemented by our Board of Directors by July 13,
2016, 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.
If our Board of Directors decides to implement the Reverse
Stock Split, it will become effective upon approval of The Financial Industry
Regulatory Authority ("FINRA").
DISSENTERS RIGHTS
Under the General Corporation Law of the State of Nevada,
shareholders of our common stock are not entitled to dissenter's rights of
appraisal with respect to our proposed Amendment.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the
Exchange Act, and in accordance therewith file reports, proxy statements and
other information including annual and quarterly reports on Form 10-K and 10-Q
with the Securities and Exchange Commission (the Commission). Reports and
other information filed by us can be inspected and copied at the public
reference facilities maintained at the Commission at 100 F Street NW,
Washington, D.C. 20549. Copies of such material can also be obtained upon
written request addressed to the Commission, Public Reference Section, 100 F
Street NW, Washington D.C. 20549, at prescribed rates. The Commission maintains
a website on the Internet (http://www.sec.gov) that contains the filings of
issuers that file electronically with the Commission through the EDGAR system.
Signature
Dated: August 6, 2015
By Order of the Board of Directors
LITHIUM EXPLORATION GROUP, INC.
By: /s/ Alexander Walsh
Alexander Walsh
President, Chief Executive Officer and
Director
SCHEDULE A
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ROSS MILLER
Secretary of State 204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299 (775) 684 5708
Website: www.nvsos.gov |
Certificate Amendment |
ABOVE SPACE IS FOR OFFICE USE ONLY
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(PURSUANT TO NRS 78.385 AND 78.390) |
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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. |
2. The articles have been amended as follows: (provide article
numbers, if available)
The Capital Stock shall consist of 10,000,000,000 shares
of common stock, $0.001 par value, all of which stock shall be entitled to
voting power, and 100,000,000 shares of preferred stock, $0.001 par value.
To the fullest extent permitted by the laws of the state of Nevada
(currently set forth in Chapter 78 of the Nevada Revised Statutes, as the
same now exists or may hereafter be amended or supplemented, the Board of
Directors may fix and determine the designations, rights, preferences or
other variations of each class or series within each class of preferred
stock of the Corporation. The Corporation may issue the shares of stock
for such consideration as may be fixed by the Board of Directors.
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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: 51.5%
4. Effective date of filing: (optional) |
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(must not be later than 90 days
after the certificate is filed) |
5. Signature: (required)
*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. |
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Amend
Profit- |
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Revised: 7-1-08
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