THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
By
Order of the Board of Directors,
/s/
Warren Sheppard
Warren
Sheppard
Chairman &
CEO
NOTICE
OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF SHAREHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING
SHARES OF STOCK OF THE COMPANY IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS.
To
the Company’s Shareholders:
NOTICE
IS HEREBY GIVEN that the following action has been approved pursuant to the written consent (the “Written Consent”)
of the holders of a majority of the voting power of the outstanding capital stock of the Company dated June 30, 2017, in lieu
of a special meeting of the shareholders.
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1.
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To
authorize (but not require) the Board of Directors of the Company (the “Board”) to effectuate a reverse split
(the “Reverse Split”) of the Company’s shares of common stock, par value $0.001 per share (the “Common
Stock”), by a ratio of one (1) for two hundred twenty-five (225) (the “Ratio”).
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This
action is more fully described in the accompanying Information Statement. The Written Consent was taken pursuant to Section 78.320
of the Nevada Revised Statutes and our amended and restated bylaws, each of which permits that any action which may be taken at
a meeting of the shareholders may also be taken by the written consent of the holders of the numbers of shares of capital stock
required to approve the action at a meeting. The accompanying Information Statement is being furnished to all our shareholders
in accordance with Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, solely for the purpose of informing
our shareholders of the action taken by the Written Consent before it becomes effective.
Shareholders
of record on the Record Date will be entitled to receive this notice and Information Statement.
Pursuant
to Rule 14c-2 under the Exchange Act, the action described herein will not be implemented until a date at least 20 days after
the date on which this Information Statement has been mailed to the shareholders. The Company anticipates that the effectuating
the Reverse Split will be taken on or about [●], 2017.
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the Record Date of June 30, 2017, the Company’s authorized capitalization consisted of (i) 975,000,000 shares of Common
Stock, of which 890,767,976 shares were issued and outstanding and (ii) 50,000,000 shares of preferred stock, of which 3,000,000
shares designated as Series A Preferred Stock were issued and outstanding and 20,000,000 shares designated as Series B Preferred
Stock were issued and outstanding. Each share of Common Stock entitles its holder to one vote on each matter submitted to
the shareholders. Each share of Series A Preferred Stock entitles its holder to 20 votes on each matter submitted to the shareholders.
Each share of Series B Preferred Stock entitles its holder to 100 votes on each matter submitted to the shareholders. A majority
of holders of all outstanding shares of voting securities, as of June 30, 2017 have voted in favor of the foregoing action by
resolution dated June 30, 2017 and no other shareholder consents will be solicited in connection with this Information Statement.
ABOUT
THE INFORMATION STATEMENT
What
is the Purpose of the Information Statement?
This
Information Statement is being furnished to you pursuant to Section 14 of the Exchange Act, to notify the Company’s shareholders
as of the Record Date of certain corporate actions expected to be taken pursuant to the consents or authorizations of shareholders
representing a majority of the voting rights of the Company’s outstanding capital stock.
Shareholders
holding a majority of the voting power of the Company’s outstanding voting securities voted in favor of the corporate matter
outlined in this Information Statement (the “Action”), consisting of the authorization (but not requirement) of the
Board to effectuate a reverse split of the Company’s shares of Common Stock by the ratio of one (1) for two hundred twenty-five
(225).
Who
is Entitled to Notice?
Each
holder of outstanding voting securities, as of the Record Date will be entitled to notice of the Action. Shareholders as of the
close of business on the Record Date that held in excess of fifty percent (50%) of the voting power of the Company’s outstanding
shares of voting securities voted in favor of the Action.
What
Corporate Matters Will the Shareholders Vote For and How Will They Vote?
Shareholders
holding a majority of the voting power of the Company’s outstanding voting securities have voted in favor of the following
Action:
|
1.
|
To
authorize (but not require) the Board to effectuate the Reverse Split of the Company’s shares of Common Stock by the
Ratio of one (1) for two hundred twenty-five (225).
|
What
Vote is Required to Approve the Action?
The
affirmative vote of a majority of the voting power of the shares of the Company’s voting securities outstanding on the Record
Date is required for approval of the Action. A majority of the voting power of the outstanding shares of voting securities have
been voted in favor of the Action.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially based on
890,767,976 shares of Common Stock issued and outstanding, 3,000,000 shares of Series A Preferred Stock issued and outstanding
and 20,000,000 shares of Series B Preferred Stock issued and outstanding, as of the Record Date by: (i) each of our directors;
(ii) each of 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.
Except
as otherwise indicated in the notes to the following table, we believe that all shares are beneficially owned, and investment
and voting power is held by the persons named as owners.
Name
and address
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Shares
of Common Stock
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Percent
of Common Stock
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|
|
Shares
of Series A Preferred Stock
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|
|
Percent
of Series A Preferred Stock
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|
|
Shares
of Series B Preferred Stock
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Percent
of Series B Preferred Stock
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|
Percent
of Voting Power (1)
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Directors
and Officers(2):
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Warren
Sheppard (3)
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67,001,702
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7.5
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%
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0
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|
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0
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20,000,000
|
|
|
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100
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%
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70.05
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%
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Vincent
Appo
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0
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0
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0
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0
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0
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0
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0
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All
Officers and Directors as a Group (2 persons)
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67,001,702
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7.5
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%
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0
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|
0
|
|
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20,000,000
|
|
|
|
100
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%
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70.05
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%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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5%
or Greater Beneficial Owners
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|
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|
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More Superannuation
Fund (4)
|
|
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298,503
|
|
|
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*
|
|
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3,000,000
|
|
|
|
100
|
%
|
|
|
0
|
|
|
|
0
|
|
|
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2.04
|
%
|
*
Less than one percent
(1)
Calculation of percentage of Percent of Voting Power is based on the following voting rights: (a) each share of Common Stock has
the right to cast one (1) vote; (b) each share of Series A Preferred Stock has the right to cast twenty (20) votes and (c) each
share of Series B Preferred Stock has the right to cast 100 votes; for a total of 2,950,767,976 voting shares.
(2)
The address for each of the officers and directors is c/o Kibush Capital Corporation, 7 Sarah Crescent, Templestowe, VIC 3106,
Australia.
(3)
Mr. Sheppard owns 3,001,702 shares of Common Stock directly and an additional 64,000,000 shares of Common Stock beneficially through
Five Arrows Ltd, as the
as its sole shareholder. Five Arrows
address
is Suite 201, Rogers Office Building, Edwin Wallace Ray Drive, George Hill, Anguilla. Mr. Sheppard also directly owns 20,000,000
shares of Series B Preferred Stock.
(4)
Mr. Sheppard is co-trustee and co-member of More Superannuation Fund, whose address is 7 Sarah Crescent, Templestowe, VIC 3106,
Australia.
ACTION
I
TO
AUTHORIZE THE BOARD OF DIRECTORS TO
EFFECTUATE
THE REVERSE SPLIT OF COMMON STOCK
The
Board of Directors and the holders of a majority of the voting power of the Company’s voting securities have adopted resolutions
permitting, but not requiring, the Board to effectuate the Reverse Split of the Company’s Common Stock by the Ratio of one
(1) for two hundred twenty-five (225).
The
Reverse Split would permit (but not require) the Board to effect a Reverse Split of the Company’s issued and outstanding
Common Stock by the Ratio, within one year of approval by the shareholders of the Company, provided that the Board determines
to effect the Reverse Split.
The
Board reserves the right to elect to abandon the Reverse Split if it determines, in its sole discretion, that the Reverse Split
is no longer in the best interests of the Company and its shareholders. Any fractional shares will be rounded up to the next whole
number.
Background
and Reasons for the Reverse Split; Potential Consequences of the Reverse Split
The
Board is effectuating a Reverse Split, with the approval of a majority of the Company’s voting shareholders, with the primary
intent of increasing the market price of the Company’s Common Stock to make the Common Stock more attractive to a broader
range of institutional and other investors. In addition to potentially increasing the market price of the Common Stock, the Reverse
Split would also reduce certain costs, as discussed below. Accordingly, for these and other reasons discussed below, the Company
believes that effecting the Reverse Split is in the Company’s and the Company’s shareholders’ best interests.
The
Board believes that an increased stock price may encourage investor interest and improve the marketability of the Common Stock
to a broader range of investors, and thus enhance liquidity. Because of the trading volatility often associated with low-priced
stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing
in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Additionally,
because brokers’ commissions on lower-priced stocks generally represent a higher percentage of the stock price than commissions
on higher-priced stocks, the current share price of the Common Stock can result in an individual shareholder paying transaction
costs that represent a higher percentage of total share value than would be the case if the share price of the Common Stock were
substantially higher. This factor may also limit the willingness of institutions to purchase the Common Stock. The Board believes
that the anticipated higher market price resulting from the Reverse Split could enable institutional investors and brokerage firms
with such policies and practices to invest in the Common Stock. In addition, the Reverse Stock Split would increase the likelihood
that shares of our Common Stock could be listed on the OTCQB Marketplace. The listing rules of the OTCQB Marketplace require,
among other things, that issuers maintain a minimum closing bid price of at least $0.01 per share. By potentially increasing the
market price of the Common Stock to more than $0.01 as a result of the Reverse Split, the Company would be more likely to qualify
for the “OTCQB” designation.
Although
the Company expects the Reverse Split will result in an increase in the market price of the Common Stock, the Reverse Split may
not increase the market price of the Common Stock in proportion to the reduction in the number of shares of the Common Stock outstanding
or result in a permanent increase in the market price, which is dependent upon many factors, including the Company’s performance,
prospects and other factors detailed from time to time in its reports filed with the SEC. The history of similar reverse stock
splits for companies in like circumstances is varied. If the Reverse Split is effectuated and the market price of the Common Stock
declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization
may be greater than would occur in the absence of a reverse stock split.
Effect
of the Reverse Split on Holders of Outstanding Common Stock
Based
on 890,767,976 shares of Common Stock issued and outstanding as of June 30, 2017, immediately following the Reverse Split the
Company would have approximately 3,958,969 shares of Common Stock issued and outstanding at the Ratio of one (1) for one for two
hundred twenty-five (225).
The
Reverse Split will affect all holders of the Company’s Common Stock uniformly and will not affect any shareholder’s
percentage ownership interest in the Company, except that as described below in “Fractional Shares,” record holders
of Common Stock otherwise entitled to a fractional share as a result of the Reverse Split will be rounded up to the next whole
number. In addition, the Reverse Split will not affect any shareholder’s proportionate voting power (subject to the
treatment of fractional shares).
The
Reverse Split may result in some shareholders owning “odd lots” of less than 100 shares of Common Stock. Odd
lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally
somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.
After
the effective time of the Reverse Split, the Company’s Common Stock will have new Committee on Uniform Securities Identification
Procedures (CUSIP) numbers, which is a number used to identify the Company’s equity securities, and stock certificates with
the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures
described below. After the Reverse Split, the Company will continue to be subject to the periodic reporting and other requirements
of the Exchange Act. The Common Stock will continue to be quoted on the OTCPink Marketplace, subject to any decision of the Company’s
Board to list the Company’s securities on another OTC Markets Group platform (such as the OTCQB Marketplace), or on a stock
exchange.
Authorized
Shares of Common Stock
The
Reverse Split will not change the number of authorized shares of the Common Stock under the Company’s Articles of Incorporation.
Because the number of issued and outstanding shares of Common Stock will decrease, the number of shares of Common Stock remaining
available for issuance will increase. Under the Company’s Articles of Incorporation, the Company’s authorized capital
stock consists of 975,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001. Based on 890,767,976
shares of Common Stock issued and outstanding as of June 30, 2017, immediately following the Reverse Split the Company would have
approximately 971,041,031 shares of Common Stock remaining available for issuance.
By
increasing the number of authorized but unissued shares of Common Stock, the Reverse Split could, under certain circumstances,
have an anti-takeover effect, although this is not the intent of the Board. For example, it may be possible for the Board to delay
or impede a takeover or transfer of control of the Company by causing such additional authorized but unissued shares to be issued
to holders who might side with the Board in opposing a takeover bid that the Board determines is not in the best interests of
the Company or its shareholders. The Reverse Split therefore may have the effect of discouraging unsolicited takeover attempts.
By potentially discouraging initiation of any such unsolicited takeover attempts the Reverse Split may limit the opportunity for
the Company’s shareholders to dispose of their shares at the higher price generally available in takeover attempts or that
may be available under a merger proposal. The Reverse Split may have the effect of permitting the Company’s current management,
including the current Board, to retain its position, and place it in a better position to resist changes that shareholders may
wish to make if they are dissatisfied with the conduct of the Company’s business. However, the Board is not aware of any
attempt to take control of the Company and the Board has not approved the Reverse Split with the intent that it be utilized as
a type of anti-takeover device.
Beneficial
Holders of Common Stock (i.e., shareholders who hold in street name)
Upon
the implementation of the Reverse Split, the Company intends to treat shares held by shareholders through a bank, broker, custodian
or other nominee in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians
or other nominees will be instructed to effectuate the Reverse Split for their beneficial holders holding the Common Stock in
street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders
for processing the Reverse Split. Shareholders who hold shares of the Common Stock with a bank, broker, custodian or other
nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
Registered
“Book-Entry” Holders of Common Stock (i.e., shareholders that are registered on the transfer agent’s books and
records but do not hold stock certificates)
Certain
of the Company’s registered holders of Common Stock may hold some or all of their shares electronically in book-entry form
with the transfer agent. These shareholders do not have stock certificates evidencing their ownership of the Common Stock. They
are, however, provided with a statement reflecting the number of shares registered in their accounts.
Shareholders
who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic)
to receive whole shares of post-Reverse Split Common Stock, subject to adjustment for treatment of fractional shares.
Holders
of Certificated Shares of Common Stock
Shareholders
holding shares of the Company’s Common Stock in certificated form will be sent a transmittal letter by the Company’s
transfer agent after the effective time of the Reverse Split. The letter of transmittal will contain instructions on how
a shareholder should surrender his, her or its certificate(s) representing shares of the Common Stock (the “Old Certificates”)
to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Split Common
Stock (the “New Certificates”). No New Certificates will be issued to a shareholder until such shareholder has surrendered
all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. No shareholder
will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Shareholders will then receive
a New Certificate(s) representing the number of whole shares of Common Stock that they are entitled as a result of the Reverse
Split, subject to the treatment of fractional shares described below. Until surrendered, the Company will deem outstanding
Old Certificates held by shareholders to be cancelled and only to represent the number of whole shares of post-Reverse Split Common
Stock to which these shareholders are entitled, subject to the treatment of fractional shares. Any Old Certificates submitted
for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If
an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the
same restrictive legends that are on the back of the Old Certificate(s).
SHAREHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional
Shares
The
Company does not currently intend to issue fractional shares in connection with the Reverse Split. Therefore, the Company
will not issue certificates representing fractional shares. In lieu of issuing fractions of shares, the Company will round up
to the next whole number.
Effect
of the Reverse Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable
Securities
Proportionate
adjustments will be made based on the ratio of the Reverse Split to the per share exercise price and the number of shares issuable
upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders
to purchase, exchange for, or convert into, shares of Common Stock. This will result in approximately the same aggregate
price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately
the same value of shares of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the
Reverse Split as was the case immediately preceding the Reverse Split. The number of shares deliverable upon settlement or
vesting of restricted stock awards will be similarly adjusted, subject to the Company’s treatment of fractional shares. The
number of shares reserved for issuance pursuant to these securities will be proportionately based upon the Ratio, subject to the
Company’s treatment of fractional shares.
Effect
on Par Value
The
Reverse Split will not affect the par value of the Company’s Common Stock, which will remain $0.001 per share.
Accounting
Matters
As
of the effective time of the Reverse Split, the stated capital attributable to Common Stock and the additional paid-in capital
account on the Company’s balance sheet will not change due to the Reverse Split. Reported per share net income or loss
will be higher because there will be fewer shares of Common Stock outstanding.
Certain
Federal Income Tax Consequences of the Reverse Split
The
following summary describes certain material U.S. federal income tax consequences of the Reverse Split to holders of the Company’s
Common Stock.
Unless
otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of the Common
Stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United
States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis
in respect of the Common Stock (a “U.S. holder”). A trust may also be a U.S. holder if (1) a U.S. court
is able to exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control
all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. An estate
whose income is subject to U.S. federal income taxation regardless of its source may also be a U.S. holder. This summary
does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that
arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed
to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject
to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment
companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum
tax, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold the
Common Stock as part of a position in a “straddle” or as part of a “hedging,” “conversion”
or other integrated investment transaction for federal income tax purposes, or (iii) persons that do not hold the Common
Stock as “capital assets” (generally, property held for investment).
If
a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of the
Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the
partner and the activities of the partnership. Partnerships that hold the Common Stock, and partners in such partnerships,
should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Split.
This
summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative
rulings and judicial authority, all as in effect as of the date of this information statement. Subsequent developments in U.S.
federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have
a material effect on the U.S. federal income tax consequences of the Reverse Split.
PLEASE
CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE
SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
U.S.
Holders
The
Reverse Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, a shareholder generally
will not recognize gain or loss on the Reverse Split, except to the extent of cash, if any, received in lieu of a fractional share
interest in the post-Reverse Split shares. The aggregate tax basis of the post-split shares received will be equal to the aggregate
tax basis of the pre-split shares exchanged therefore (excluding any portion of the holder’s basis allocated to fractional
shares), and the holding period of the post-split shares received will include the holding period of the pre-split shares exchanged.
A holder of the pre-split shares who receives cash will generally recognize gain or loss equal to the difference between the portion
of the tax basis of the pre-split shares allocated to the fractional share interest and the cash received. Such gain or loss will
be a capital gain or loss and will be short term if the pre-split shares were held for one year or less and long term if held
more than one year. No gain or loss will be recognized by us as a result of the Reverse Split.
No
Appraisal Rights
Under
Nevada law and the Company’s charter documents, holders of the Company’s Common Stock will not be entitled to dissenter’s
rights or appraisal rights with respect to the Reverse Split.
No
Going Private Transaction
Notwithstanding
the decrease in the number of outstanding shares following the Reverse Split, the Board does not intend for this transaction to
be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3
of the Exchange Act.
Interests
of Certain Persons in the Action
Certain
of the Company’s officers and directors have an interest in this Action as a result of their ownership of shares of our
Common Stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management”
above. However, we do not believe that our officers or directors have interests in this Action that are different from or greater
than those of any other of our shareholders.
FORWARD-LOOKING
STATEMENTS AND INFORMATION
This
Information Statement includes forward-looking statements. You can identify the Company’s forward-looking statements by
the words “expects,” “projects,” “believes,” “anticipates,” “intends,”
“plans,” “predicts,” “estimates” and similar expressions.
The
forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company
cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that
we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events
that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed
or forecast in the forward-looking statements.
You
should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any
person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different
information. You should not assume that the information in this Information Statement is accurate as of any date other than the
date on the front of the document.
ADDITIONAL
INFORMATION
The
Company will provide upon request and without charge to each shareholder receiving this Information Statement a copy of the Company’s
Annual Report on Form 10-K/A filed on March 9, 2017, which includes audited financial statements for the years ended September
30, 2016 and September 30, 2015, including the financial statements included therein, as filed with the SEC. Reports and other
information filed by the Company can be inspected and copied at the public reference facilities maintained at the SEC at 100 F
Street, N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the SEC, Public
Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The SEC maintains a web site on the Internet
(http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file
electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
By
order of the Board of Directors
[●],
2017
/s/
Warren Sheppard
Warren
Sheppard
Chairman
& CEO