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 14c-5(d)(2))
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Definitive Information Statement
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BRAZIL MINERALS, INC.
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(Name of Registrant As Specified In 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 transaction applies:
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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 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 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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2)
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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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THIS INFORMATION STATEMENT IS BEING PROVIDED
TO
YOU BY THE BOARD OF DIRECTORS OF BRAZIL MINERALS,
INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
Brazil Minerals, Inc.
Rua Vereador João Alves Praes nº
95-A
Olhos D’Água, MG 39398-000, Brazil
INFORMATION STATEMENT
March 15, 2021
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Brazil Minerals, Inc.:
This Information Statement has been filed with
the Securities and Exchange Commission (“SEC”) and is being furnished, pursuant to Section 14C of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of common
stock, par value $0.001 per share (the “Common Stock”), of Brazil Minerals, Inc., a Nevada corporation (the
“Company “), to notify the Stockholders that the Company received approval from its Board of Directors
(the “Board”) and the holder (the “Majority Stockholder”) of Series A Preferred Stock, par
value $0.001 per share (“Series A Stock”). The Majority Stockholder beneficially owns one share of Preferred
Stock, which has 51% of the voting power with respect to the approval by stockholders of an amendment to the Company’s Articles
of Incorporation to increase the number of authorized shares of Common Stock by seven hundred fifty million (750,000,000) from
two billion five hundred million (2,500,000,000) shares to three billion two hundred fifty million (3,250,000,000) shares (the
“Authorized Increase”). Accordingly, your consent is not required and is not being solicited in connection with
the approval of the Authorized Increase.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND A PROXY.
INTRODUCTION
Section 78.320 of the NRS provides that the
written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and
voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such
action. The NRS, however, requires that in the event an action is approved by written consent, a company must provide prompt notice
of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such
action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered
to the company.
In accordance with the foregoing, we will mail
the Notice of Stockholder Action on or around March 16, 2021. This Information Statement contains a brief summary of the
material aspects of the Authorized Increase approved by the Board and the Majority Stockholder.
Voting Stock
As of March 1, 2021, there were issued and
outstanding 2,450,750,273 shares of Common Stock, and one share of Series A Stock (“Series A Stock”). The one
share of Series A Stock entitles the holder to 51% of the total voting power on all matters. Pursuant to Section 78.320 of the
NRS, at least a majority of the voting equity of the Company is required to approve the Authorized Increase by written
consent. The Majority Stockholder has voted his one share of Series A Stock in favor of the Authorized Increase, thereby satisfying
the requirement under Section 78.320 of the NRS that at least a majority of the voting equity vote in favor of a corporate action
by written consent.
The following table sets forth the name of
the Majority Stockholder, the number of shares of Series A Stock held and voted by the Majority Stockholder in favor of the Authorized
Increase, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
Name of
Majority Stockholder
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Number of Shares of
Voting Stock
Voted by Majority Stockholder
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Percentage of the Voting Equity
that Voted in Favor of
the Authorized Increase
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Marc Fogassa
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1 Share of Series A Stock
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51%
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ACTION TO BE TAKEN
The Authorized Increase will become effective
only on such date in which we file a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the
“Amendment”), with the State of Nevada.
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The number of authorized shares of our
Common Stock will be increased by seven hundred fifty million (750,000,000) from two billion five hundred million
(2,500,000,000) shares to three billion two hundred fifty million (3,250,000,000) shares. Triton Funds LP has signed
agreements with the Company for the purchase of up to $5,000,000 in value of the Company common stock (the “Triton
Transaction”). The Authorized Increase is therefore necessary as the Company agreed to set up a reserve of five hundred
million shares of Common Stock (the “Triton Reserve”) for the Triton Transaction. As of today, the Company does
not anticipate that the Triton Reserve will be completely used in the Triton Transaction. Any amount not used as such will
revert to Company’s treasury. The difference of two hundred fifty million shares between the Authorized Increase and
the Triton Reserve shall be available for other general purposes for which unissued and unreserved shares are needed. The
Authorized Increase will not have any immediate effect on the rights of existing stockholders but may have a dilutive effect
on our existing stockholders if additional shares are issued. We are not increasing our authorized shares of Common Stock to
construct or enable any anti-takeover defense or mechanism on behalf of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables set forth certain information
regarding the beneficial ownership of our Common Stock and our Preferred Stock as of March 1, 2021 of (i) each person known
to us to beneficially own more than 5% of such stock, (ii) our directors, (iii) each named executive officer, and (iv) all
directors and named executive officers as a group. As of March 1, 2021, there were a total of 2,450,750,273 shares of Common Stock,
and one share of Series A Stock issued and outstanding.
The number of shares beneficially owned is
determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for
any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared
voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of
March 1, 2021, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise
indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that
person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity, and the address of
each of the stockholders listed below is: c/o Brazil Minerals, Inc., Rua Vereador João Alves Praes nº 95-A, Olhos D’Agua,
MG 39.398-000, Brazil. The Certificate of Designations, Preferences and Rights of our Series A Stock provides that for so long
as the Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders
of our Common Stock and the holders of any class or series of shares entitled to vote with the Common Stock, with the holders of
Series A Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Stock
then outstanding, and the holders of other stock in the Company being entitled to their proportional share of the remaining 49%
of the total votes based on their respective voting power.
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Percentage of Voting
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Shares Beneficially
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Power of all
Outstanding
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Name and Address (1)
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Office
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Owned (2)
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Percent of Class (3)
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Classes of
Company Stock (4)
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Common Stock
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Marc Fogassa Director, Marc Fogassa
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Director, Chairman, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
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323,739,052
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(5
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12.95
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6.34
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Ambassador Roger Noriega
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Director
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117,477,130
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(6
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4.57
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%
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2.24
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All executive officers and directors as a group (2 people)
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441,216,182
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(5)
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(6)
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16.85
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%
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8.26
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%
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Mainstar Trust
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125,000,000
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5.10
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2.50
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Series A Stock
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Marc Fogassa
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Director
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1
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100.00
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%
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51.00
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%
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All executive officers and directors as a group (2 people)
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1
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100.00
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%
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51.00
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%
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(1) The mailing address of each of the officers,
directors, and persons who own beneficially more than 5% of our common stock as set forth above is c/o Brazil Minerals, Inc., Rua
Vereador João Alves Praes nº 95-A, Olhos D'Agua, MG 39.398-000, Brazil.
(2) Beneficial ownership is determined in accordance
with rules promulgated by the SEC.
(3) Based on 2,450,750,273 shares of common
stock issued outstanding as of March 1, 2021.
(4) The holders of our Series A Stock vote
together as a single class with the holders of our Common Stock, with the holders of Series A Stock being entitled to 51% of the
total votes on all matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of Common
Stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.
Based on their beneficial ownership of shares of Series A Stock and Common Stock as of November 20, 2020, each person set forth
in the table had the approximate percentage of the voting power of the common and preferred stock voting together as a single class
as of such date set forth opposite their name.
(5) Includes 79,198,982 shares of common stock
owned by entities deemed to be controlled by Marc Fogassa and 50,000,000 shares of common stock which may be issued upon the exercise
of options.
(6) Includes 84,072,040 shares of common stock
which may be issued upon the exercise of options.
ADDITIONAL INFORMATION
We are subject to the disclosure requirements
of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other
information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission
(the “SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be
obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information
statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering,
Analysis and Retrieval System.
The following documents, as filed with the
SEC by the Company, are incorporated herein by reference:
(1) Annual Report on Form 10-K for the fiscal
year ended December 31, 2019;
(2) Annual Report on Form 10-K for the fiscal
year ended December 31, 2018;
(3) Quarterly Report on Form 10-Q for the quarter
ended September 30, 2020.
You may request a copy of these filings, at
no cost, by writing Brazil Minerals, Inc., at its address of Rua Vereador João Alves Praes nº 95-A, Olhos D’Agua,
MG 39.398-000, Brazil, or telephoning the Company at (833) 661-7900. Any statement contained in a document that is incorporated
by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement
(or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such
previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement, except as
so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
If hard copies of the materials are requested,
we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received
contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to
reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy
of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address
and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at Rua
Vereador João Alves Praes nº 95-A, Olhos D’Agua, MG 39.398-000, Brazil, or telephoning the Company at (833) 661-7900.
If multiple stockholders sharing an address
have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder
a separate copy of future mailings, you may mail notification to, or call the Company at its principal executive offices. Additionally,
if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings
and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request
may also be made by mail or telephone to the Company’s principal executive offices.
This Information Statement is provided to the
holders of Common Stock of the Company only for information purposes in connection with the Authorized Increase, pursuant to and
in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
/s/ Marc Fogassa
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Chief Executive Officer
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Director
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Dated: March 15, 2021