THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF INCEPTION MINING INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
Inception
Mining Inc.
5330
South 900 East, Suite 280
Murray,
Utah 84117
INFORMATION
STATEMENT
May
28, 2020
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear
Shareholders:
This
notice and the accompanying Information Statement are being distributed to the holders of record (the “ Shareholders” )
of the voting capital stock of Inception Mining Inc., a Nevada corporation (the “ Company ”), as of the close of business
on May 20, 2020 (the “ Record Date ”), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended
(the “ Exchange Act ”) and the notice requirements of the Nevada Revised Statutes. The purpose of this notice and
the accompanying Information Statement is to notify the Shareholders of actions approved by our Board of Directors (the “
Board ”) and taken by written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding
capital stock as of the Record Date (the “ Written Consent”). The Written Consent approved the following actions:
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●
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The
increase in the number of authorized shares of Common Stock from five hundred million (500,000,000) shares of Common Stock
to eight hundred million (800,000,000) shares of Common Stock (the “Authorized Share Increase”). The 10,000,000
authorized preferred shares of the Company shall remain the same.
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The
Written Consent is the only shareholder approval required to effect the Corporate Action under the Nevada Revised Statutes, our
Articles of Incorporation, as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our
Board is not soliciting your consent or proxy in connection with the Corporate Action. The Corporate Action, as approved by the
Written Consent, will not become effective until 20 calendar days after the accompanying Information Statement is first mailed
or otherwise delivered to the Shareholders.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No
action is required by you. The accompanying Information Statement is furnished only to inform our shareholders of the actions
described above before they take place in accordance with Section 78.390 of the Nevada Revised Statutes and Rule 14c-2 of the
Securities Exchange Act of 1934. This Information Statement is first mailed to you on or about June 8, 2020.
Please
feel free to call us at (801) 312-8113 should you have any questions on the enclosed Information Statement.
Inception
Mining Inc.
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/s/
Trent D’Ambrosio
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Trent
D’Ambrosio
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Chief
Executive Officer & Director
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Inception
Mining Inc.
5330
South 900 East, Suite 280
Murray,
Utah 84117
Telephone
(801) 312-8113
INFORMATION
STATEMENT REGARDING
ACTION
TAKEN BY WRITTEN CONSENT OF
THE
MAJORITY SHAREHOLDERS
IN
LIEU OF A SPECIAL MEETING
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This
notice and the accompanying Information Statement are being distributed to the holders of record (the “ Shareholders
” ) of the voting capital stock of Inception Mining Inc., a Nevada corporation (the “ Company ”), as of the
close of business on May 20, 2020 (the “ Record Date ”), in accordance with Rule 14c-2 of the Securities Exchange
Act of 1934, as amended (the “ Exchange Act ”) and the notice requirements of the Nevada Revised Statutes. The
purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our
Board of Directors (the “ Board ”) and taken by written consent in lieu of a meeting by the holders of a majority
of the voting power of our outstanding capital stock as of the Record Date (the “ Written Consent ”). The Written
Consent approved the following actions:
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●
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The
increase in the number of authorized shares of Common Stock from five hundred million (500,000,000) shares of Common Stock
to eight hundred million (800,000,000) shares of Common Stock (the “Authorized Share Increase”). The 10,000,000
authorized preferred shares of the Company shall remain the same.
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The
Written Consent is the only shareholder approval required to effect the Corporate Action under the Nevada Revised Statutes, our
Articles of Incorporation, as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our
Board is not soliciting your consent or proxy in connection with the Corporate Action. The Corporate Action, as approved by the
Written Consent, will not become effective until 20 calendar days after the accompanying Information Statement is first mailed
or otherwise delivered to the Shareholders.
The
Board of Directors has fixed May 20, 2020, as the record date (the “Record Date”) for determining those of our Shareholders
entitled to receive this information statement.
Section
78.320 of the Nevada Revised Statutes (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 a company.
In
accordance with the foregoing, this Information Statement is first being mailed on or about June 8, 2020, to our shareholders
and is being delivered to inform you of the corporate action described herein in accordance with Section 78.390 of the NRS and
Rule 14c-2 of the Securities Exchange Act of 1934. We are not aware of any substantial interest, direct or indirect, by security
holders or otherwise, that is in opposition to matters of action taken. In addition, pursuant to the laws of Nevada, the actions
taken by majority written consent in lieu of a special shareholder meeting do not create appraisal or dissenters’ rights.
The
entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our voting securities held
of record by them and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
SHAREHOLDER
APPROVAL
This
Information Statement contains a brief summary of the material aspects of the Authorized Share Increase approved by the Board
of Inception Mining Inc. (the “Company,” “we,” “our,” or “us”)
and the Majority Stockholders which hold a majority of the voting capital stock of the Company.
Preferred
and Common Stock
As
of May 20, 2020, there were issued and outstanding and issuable (i) 67,995,661 shares of Common Stock, and (ii) 51 shares of Series
A Preferred Stock. Pursuant to Section 16-10a-704 of the URBCA, at least a majority of the common voting equity of the Company,
or at least 69,381,830 votes (out of 138,763,659 total votes comprised of 67,995,661 Common Stock votes and 70,767,998 Series
A Preferred Stock), are required to approve the Authorized Share Increase by written consent. The Majority Stockholder, who holds
in the aggregate 4,056,101 shares of Common Stock, and 51 shares of Series A Preferred Stock (approximately 53.92% of the voting
equity of the Company), has voted in favor of the Authorized Share Increase thereby satisfying the requirement under Section 16-10a-704
of the URBCA that at least a majority of the voting equity vote in favor of a corporate action by written consent.
In
August 2016, the Board of Directors of the Company designated 51 shares of its Series A Preferred Stock (“Series A Preferred
Stock”). The Series A Preferred Stock has no rights to receive dividends. Each one (1) share of the Series A Preferred Stock
shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at
the time of the respective vote (“Numerator”) divided by (y) 0.49 minus (z) the Numerator. The Series A Preferred
Stock does not convert into equity of the Company. The Series A Preferred Stock does not contain any redemption provision and
shall have no liquidation preference.
The
following table sets forth the name of the Majority Stockholder, the number of shares of Series A Preferred Stock held by the
Majority Stockholder, the total number of votes that the Majority Stockholder voted in favor of the Authorized Share 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 Series A Preferred Stock held
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Number of Shares of Common Stock held and votes in favor
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Number of Votes held by such Stockholder
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Number of Votes that Voted
in favor of the Actions
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Percentage of the Voting Equity
that Voted in favor of the Action (1)
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Trent D’Ambrosio
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51
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4,056,101
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74,824,099
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74,824,099
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53.92
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%
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Total
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51
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4,056,101
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74,824,099
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74,824,099
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53.92
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%
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(1) Based
on 67,995,661 shares of Common Stock and 51 shares of Series A Preferred Stock considered issued and outstanding as of March 27,
2020, which are the only classes of the Company’s voting securities.
ACTION
TO BE TAKEN
The
action will become effective as soon as practicable after filing with FINRA, but no sooner than after the twentieth (20th)
day following the date on which this Information Statement is mailed to the Stockholders, or upon the further instruction of the
Board.
INCREASE
IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The
number of authorized shares of our Common Stock will be increased from five hundred million (500,000,000) shares of Common Stock
to eight hundred million (800,000,000) shares of Common Stock (the “Authorized Share Increase”). The ten million
shares of Preferred Stock authorized shall remain authorized.
PURPOSE
AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES
The
purpose for the increase in the number of authorized shares is to maintain the required reserves. Our Board of Directors
believes it is in the best interest of our Company to increase the number of authorized shares of Common Stock in order to give
us greater flexibility in considering and planning for future corporate needs, including, but not limited to, future financing
and recapitalization efforts as well as other general corporate transactions. The Board of Directors believes that additional
authorized shares of common stock will enable us to take timely advantage of market conditions and favorable financing and acquisition
opportunities that become available to us. We do not have any definitive plans, arrangements, understandings or agreements regarding
the issuance of the additional shares of common stock that will result from our adoption of the proposed Amendment.
The
increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and
unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more
transactions which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance
of the additional shares of Common Stock would likely have the effect of diluting the earnings per share and book value per share
of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights
of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and
has not presented this proposal with the intention that the increase in the number of authorized shares of Common stock be used
as a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the
shares of Common Stock presently outstanding.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of that date, information known to us relating to the beneficial ownership of these shares by:
(i)
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each
person who is the beneficial owner of more than 5% of the outstanding shares of voting securities;
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(ii)
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each
director;
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(iii)
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each
executive officer; and
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(iv)
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all
executive officers and directors as a group.
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We
believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned
by them. Under securities laws, a person is considered to be the beneficial owner of securities he owns and that can be acquired
by him within 60 days from May 20, 2020, upon the exercise of options, warrants, convertible securities or other understandings.
We determine a beneficial owner’s percentage ownership by assuming that options, warrants or convertible securities that
are held by him, but not those held by any other person and which are exercisable within 60 days of May 20, 2020, have been exercised
or converted.
Amount of Beneficial Ownership of Common Stock
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Name
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# of Shares
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% of Class
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Trent D’Ambrosio, Chief Executive Officer and Director
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4,056,101
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5.96
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%
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Whit Cluff, Director
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1,232,597
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1.81
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%
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All Officers and Directors as a group
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5,134,698
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7.77
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%
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Legends Capital Group, LLC
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11,685,874
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17.19
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%
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Madison, LLC (1)
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2,495,855
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3.67
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%
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Jason Briggs (2)
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1,341,523
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1.97
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%
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(1)
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Beneficially
controlled by Jason Briggs.
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(2)
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Includes
additional shares beneficially owned by Jason Briggs including 311,982 shares owned personally and 1,029,541 shares owned
by two separate irrevocable trust for which Jason Briggs serves as trustee.
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WHERE
YOU CAN OBTAIN ADDITIONAL INFORMATION
We
file annual, quarterly and current reports and other information with the SEC. Certain of our SEC filings are available over the
Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its
public reference facilities:
Public
Reference Room Office
100
F Street, N.E.
Room
1580
Washington,
D.C. 20549
You
may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on
the operations of the public reference facilities.
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 Shareholders
who share a single address unless we received contrary instructions from any Shareholder 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 Shareholder 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 Inception Mining Inc., 5330 South 900 East, Suite 280, Murray, Utah 84117, attention:
Chief Executive Officer.
If
multiple Shareholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each Shareholder a separate copy of future mailings, you may send notification to or call the
Company’s principal executive offices. Additionally, if current Shareholders 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
Shareholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s
principal executive offices.
By
Order of the Board of Directors
/s/
Trent D’Ambrosio
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Trent
D’Ambrosio
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Chief
Executive Officer, Chief Financial Officer and Director
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