SCHEDULE 14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934 (Amendment No. )
Check the
appropriate box:
[X]
Preliminary Information Statement
[
] Confidential, for use of the Commission only
(as permitted by Rule 14c-5(d)(21))
[
] Definitive Information Statement
MEXUS GOLD US
(Name of
Registrant as Specified In Its Charter)
Payment of
Filing Fee (Check the appropriate box):
[X]
No fee required
[
] Fee computed on table below per Exchange Act
Rules 14c-5(g) and 0-11.
1)Title
of each class of securities to which transaction applies:
2)Aggregate
number of securities to which transaction applies:
3)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 is calculated and state how it was
determined.):
4)Proposed
maximum aggregate value of transaction:
5)Total
Fee Paid:
[
] Fee paid previously with preliminary
materials.
[
] 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.
1)Amount
Previously Paid:
2)Form,
Schedule or Registration Statement No.:
3)Filing
Party:
4)Dated
Filed:
MEXUS GOLD
US
1805 N.
Carson Street, SUITE #8
Carson City,
NV 89701
NOTICE OF
SHAREHOLDER ACTION BY WRITTEN CONSENT
November 29,
2019
On November 25,
2019, the board of directors of Mexus Gold US (the “Company”)
adopted a resolution approving a certificate of amendment to the
Company’s Articles of Incorporation to: (i) increase in the number
of authorized shares of common stock of the Company from two
billion (2,000,000,000) shares of common stock, par value $0.001
per share, to five billion (5,000,000,000) shares of common stock,
par value $0.001 per share (the “Authorized Capital Increase”).
The Company
obtained the written consent of its majority stockholder holding
greater than 50% of the voting securities of the Company as of
November 25, 2019 (the “Majority Stockholder”) approving the
Authorized Capital Increase. Pursuant to Rule 14c-2 under the
Securities Exchange Act of 1934, as amended, the actions will not
be effective, and a Certificate of Amendment to our Articles of
Incorporation effectuating the Authorized Capital Increase will not
be filed with the Secretary of State for the State of Nevada, until
twenty (20) days after the date this Information Statement is filed
with the Securities and Exchange Commission and a copy thereof is
mailed to each of the Company’s 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 SPECIAL MEETING OF STOCKHOLDERS AND NO
STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. 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 stockholders of the actions described
above before they take place in accordance with the requirements of
United States federal securities laws. This Information Statement
is being mailed on or about November 29, 2019, to all of the
Company's stockholders of record as of the close of business on
November 25, 2019.
|
/s/ Paul
Thompson Sr.
|
|
Paul Thompson,
Sr.
|
|
Chief Executive
Officer
|
MEXUS GOLD
US
INFORMATION
STATEMENT
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 Mexus Gold US,
a Nevada (the “Company,” “we” or “us”) to the holders of record at
the close of business on November 25, 2019 (the “Record Date ”) of
the Company’s outstanding common stock, par value $0.001 per share,
pursuant to Rule 14c-2 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act” ), and pursuant Section 78.390 of the
Nevada Revised Statutes.
The cost of
furnishing this Information Statement will be borne by us. We will
mail this Information Statement to registered stockholders and
certain beneficial stockholders where requested by brokerage
houses, nominees, custodians, fiduciaries and other like
parties.
This Information
Statement informs stockholders of the action taken and approved on
November 25, 2019, by the Company’s Board of Directors and by the
Company’s majority stockholder holding greater than 50% of the
voting securities of the Company on November 25, 2019 (the
“Majority Stockholder”). The Company’s Board of Directors and the
Majority Stockholder approved an amendment of the Company’s
Articles of Incorporation to: (i) increase in the number of
authorized shares of common stock of the Company from two billion
(2,000,000,000) shares of common stock, par value $0.001per share,
to five billion (5,000,000,000) shares of common stock, par value
$0.001 per share (the “Authorized Capital Increase”).
Accordingly, all
necessary corporate approvals in connection with the amendment to
the Company’s Articles of Incorporation to affect
the Authorized Capital Increase have been obtained. This
Information Statement is furnished solely for the purpose of
informing the Company’s stockholders, in the manner required under
the Exchange Act of these corporate actions. Pursuant to Rule 14c-2
under the Exchange Act, the actions will not be effective and a
Certificate of Amendment to our Articles of Incorporation
effectuating the Authorized Capital Increase will not be filed with
the Secretary of State for the State of Nevada, until twenty (20)
days after the date this Information Statement is filed with the
Securities and Exchange Commission and a copy thereof is mailed to
each of the Company’s stockholders. Therefore, this
Information Statement is being sent to you for informational
purposes only.
THIS IS NOT A
NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO
STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND
US A PROXY
The Company’s
stockholders as of the Record Date are being furnished copies of
this Information Statement. This Information Statement is first
being mailed or furnished to our stockholders on or about November
29, 2019.
NO
DISSENTERS’ RIGHTS
Pursuant to the
Section 78.297, 78.3793 and 78.390 of the Nevada Revised Statutes,
none of the corporate actions described in this Information
Statement will afford stockholders the opportunity to dissent from
the actions described herein and to receive an agreed or judicially
appraised value for their shares.
NOTICE OF
ACTIONS TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
HOLDING A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE
COMPANY IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED
NOVEMBER 25, 2019.
TO OUR
STOCKHOLDERS:
NOTICE IS HEREBY
GIVEN that, on November 25, 2019, Mexus Gold US a Nevada
corporation (the “Company”) obtained the unanimous written consent
of its board of directors (“Board of Directors ”) and the written
consent of its majority stockholder (the “Majority Stockholder”)
holding greater than 50% of the voting securities of the Company
approving an amendment of the Company’s Articles of
Incorporation (the “Articles of Incorporation”) to: (i) increase in
the number of authorized shares of common stock of the Company from
two billion (2,000,000,000) shares of common stock, par value
$0.001per share, to five billion (5,000,000,000) shares of common
stock, par value $0.001 per share (the “Authorized Capital
Increase”).
OUTSTANDING
SHARES AND VOTING RIGHTS
As of November
25, 2019 (the “Record Date”), the Company's authorized
capitalization consisted of 2,000,000,000 shares of common stock,
of which 1,467,229,732 shares were issued and outstanding and
10,000,000 shares of preferred stock of which 1,000,000 shares were
issued and outstanding.
Each share of
common stock of the Company entitles its holder to one vote on each
matter submitted to the Company’s stockholders. However, because
the Company’s Majority Stockholder has consented to the foregoing
action by resolution dated November 25, 2019, in lieu of a special
meeting in accordance with 78.320 of the Nevada Revised Statutes
and because the Majority Stockholder has sufficient voting power to
approve such actions through his ownership of common stock and
preferred stock, no other stockholder vote will be solicited
in connection with this Information Statement.
AMENDMENT TO
THE COMPANY’S ARTICLES OF INCORPORATION
The Board of
Directors and Majority Stockholder have approved an amendment to
the Company’s Articles of Incorporation to affect the Authorized
Capital Increase.
We intend to
file a Certificate of Amendment (“Amendment”) to our Articles of
Incorporation with the Secretary of State for the State of Nevada
effectuating the above action. Pursuant to Rule 14c-2 under the
Exchange Act, the actions will not be effective, and the Amendment
will not be filed, until twenty (20) days after the date this
Information Statement is filed with the Securities and Exchange
Commission (the “Commission”) and a copy thereof is mailed to each
of the Company’s stockholders. It is presently contemplated that
such filing will be made on or about December 20, 2019.
The
Authorized Capital Increase
The purpose of
the Authorized Capital Increase is to increase the number of shares
of the Company’s common stock available for issuance to investors
who agree to provide the Company with the funding it requires to
continue its operations, and/or to persons in connection with
potential acquisition transactions, warrant or option exercises and
other transactions under which the Company’s Board of Directors may
determine is in the best interest of the Company and its
stockholder to issue shares of common stock. As of the date of this
Information Statement, the Company has not identified any
investors, entered into any agreements relating to any potential
investment in the Company; or entered into any agreements relating
to an acquisition of another specified company, pursuant to which
the Company will issue shares of its common stock.
The Authorized
Capital Increase will not have any immediate effect on the rights
of existing stockholders, but may have a dilutive effect on the
Company’s existing stockholders if additional shares are
issued.
We are not
increasing our authorized common stock to construct or enable any
anti-takeover defense or mechanism on behalf of the Company. While
it is possible that management could use the additional shares to
resist or frustrate a third-party transaction providing an
above-market premium that is favored by a majority of the
independent stockholders, the Company has no intent or plan to
employ the additional unissued authorized shares as an
anti-takeover device.
Potential
Anti-takeover Effect
Release No.
34-15230 of the staff of the Securities and Exchange Commission
requires disclosure and discussion of the effects of any
shareholder proposal that may be used as an anti-takeover device.
However, as indicated above, the purpose of the Authorized Capital
Increase is not to construct or enable any anti-takeover defense or
mechanism on behalf of Company. Although the Authorized Capital
Increase could, under certain circumstances, have an anti-takeover
effect, the Authorized Capital Increase is not being undertaken in
response to any effort of which the Board of Directors is aware to
accumulate shares of the Company’s common stock or obtain control
of the Company.
Other than the
Authorized Capital Increase, the Board of Directors does not
currently contemplate the adoption of any other amendments to the
Articles of Incorporation that could be construed to affect the
ability of third parties to take over or change the control of the
Company. While it is possible that management could use the
additional shares of authorized capital which become available
following the Authorized Capital Increase to resist or frustrate a
third-party transaction providing an above-market premium that is
favored by a majority of the independent stockholders, the Company
currently has no intent or plans or proposals to employ the
additional unissued authorized shares as an anti-takeover device or
to adopt other provisions or enter into other arrangements that may
have anti-takeover ramifications.
The Company has
no anti-takeover mechanisms present in its governing documents or
otherwise and there are no plans or proposals to adopt any such
provisions or mechanisms or to enter into any arrangements that may
have material anti-takeover consequences.
Management is
not aware of any provisions of the Company’s Articles of
Incorporation and Bylaws that may have anti-takeover effects, which
would make it more difficult for or preventing a third party from
acquiring control of the Company or changing its Board of Directors
and management.
Effects of
the Authorized Capital Increase
General
Pursuant to the
Authorized Capital Increase, the Company’s authorized shares of
common stock will be increased from two billion (2,000,000,000)
shares of common stock, par value $0.001per share, to five billion
(5,000,000,000) shares of common stock, par value $0.001 per
share.
Effect on Authorized and
Outstanding Shares
As of the Record
Date, the Company had 2,000,000,000 authorized shares of common
stock, of which 1,467,229,732 were issued and outstanding and
10,000,000 authorized shares of preferred stock of which 1,000,000
shares have been designated as Series A Convertible Preferred Stock
of which 1,000,000 shares were issued and outstanding.
The number of
issued and outstanding shares of capital stock, (as well as the
number of shares of Common Stock underlying any options, warrants,
convertible debt or other derivative securities), will not be
affected by the Authorized Capital Increase.
The rights and
preferences of the shares of Common Stock prior and subsequent to
the Authorized Capital Increase will remain the same. It is not
anticipated that the Company's financial condition,
the percentage ownership of management, the number of
stockholders, or any aspect of the Company's business will
materially change, as a result of the Authorized Capital
Increase.
The Authorized
Capital Increase will be effected simultaneously for all of the
Company's Common Stock, will affect all of our holders of Common
Stock uniformly, and will not affect any
stockholder's percentage ownership interests in the Company or
proportionate voting power.
|
|
|
Authorized
Common
|
|
Issued
and
Outstanding
Common
|
|
Shares
Reserved
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|
Authorized
but
Unissued
Common
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|
|
|
Shares
|
|
Shares
|
|
For
Issuance
|
|
Shares
|
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Pre-Authorized Capital Increase
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2,000,000,000
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1,467,229,732
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532,613,056
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157,212
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Post-Authorized Capital Increase
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5,000,000,000
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1,467,229,732
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532,613,056
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3,000,157,212
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The Company will
continue to be subject to the periodic reporting requirements of
the Exchange Act. The Company's Common Stock is currently
registered under Section 12(g) of the Exchange Act and as a
result, is subject to periodic reporting and other requirements.
The proposed Authorized Capital Increase will not affect the
registration of the Company's Common Stock under the Exchange
Act.
Effectiveness
of the Authorized Capital Increase
The effective
date of the Authorized Capital Increase will be the date of the
filing of the Articles of Amendment with the Office of the
Secretary of State of Nevada. Commencing on the effective date,
each certificate of the Company's Common Stock will be deemed for
all corporate purposes to evidence ownership of the number of
shares of Common Stock resulting from the Authorized Capital
Increase. As soon as practicable after the effective date,
stockholders have the option, but not the requirement to, contact
our Transfer Agent, Action Stock Transfer Corp., 2469 E. Fort Union
Blvd, Suite 214, Salt Lake City, UT 84121, (801) 274-1088, to
arrange to exchange their existing certificates for certificates
which will depict number of shares held by the stockholder and the
newly authorized 5,000,000,000 shares of common stock.
Certain
Federal Income Tax Consequences
The following
discussion summarizing certain federal income tax consequences of
the Authorized Capital Increase is based on the Internal Revenue
Code of 1986, as amended (the "Code"), the applicable Treasury
Regulations promulgated thereunder, judicial authority and current
administrative rulings and practices in effect on the date this
Information Statement. This discussion is for general information
only and does not discuss consequences that may apply to special
classes of taxpayers (e.g., non-resident aliens, broker-dealers, or
insurance companies).
The receipt of
the Common Stock following the effective date of the Authorized
Capital Increase, solely in exchange for the Common Stock held
prior to the Authorized Capital Increase will not generally result
in a recognition of gain or loss to the stockholders. The value of
the additional share received in lieu of fractional shares,
however, might possibly result in a gain or loss based upon the
difference between the value of the additional share and the basis
in the surrendered fractional share.
The adjusted tax
basis of a stockholder in the Common Stock received after the
Authorized Capital Increase will be the same as the adjusted tax
basis of the Common Stock held prior to the Authorized Capital
Increase exchanged therefore (subject to the treatment of
fractional shares), and the holding period of the Common Stock
received after the Authorized Capital Increase will include the
holding period of the Common Stock held prior to the Authorized
Capital Increase exchanged therefore. No gain or loss will be
recognized by the Company as a result of the Authorized Capital
Increase. The Company's views regarding the tax consequences of the
Authorized Capital Increase are not binding upon the Internal
Revenue Service or the courts, and there can be no assurance that
the Internal Revenue Service or the courts would accept the
positions expressed above.
THIS SUMMARY IS
PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT PURPORT TO
ADDRESS ALL ASPECTS OF THE POSSIBLE FEDERAL INCOME TAX CONSEQUENCES
OF THE AUTHORIZED CAPITAL INCREASE AND IS NOT INTENDED AS TAX
ADVICE TO ANY PERSON. IN PARTICULAR, AND WITHOUT LIMITING THE
FOREGOING, THIS SUMMARY ASSUMES THAT THE SHARES OF COMMON STOCK ARE
HELD AS "CAPITAL ASSETS" AS DEFINED IN THE CODE, AND DOES NOT
CONSIDER THE FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY'S
STOCKHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES
OR TO HOLDERS WHO MAY BE SUBJECT TO SPECIAL TREATMENT UNDER THE
FEDERAL INCOME TAX LAWS (SUCH AS DEALERS IN SECURITIES, INSURANCE
COMPANIES, FOREIGN INDIVIDUALS AND ENTITIES, FINANCIAL INSTITUTIONS
AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES NOT
ADDRESS ANY CONSEQUENCES OF THE AUTHORIZED CAPITAL INCREASE UNDER
ANY STATE, LOCAL OR FOREIGN TAX LAWS. THE STATE AND LOCAL TAX
CONSEQUENCES OF THE AUTHORIZED CAPITAL INCREASE MAY VARY AS TO EACH
STOCKHOLDER DEPENDING ON THE STATE IN WHICH SUCH STOCKHOLDER
RESIDES. AS A RESULT, IT IS THE RESPONSIBILITY OF EACH STOCKHOLDER
TO OBTAIN AND RELY ON ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS
TO, BUT NOT LIMITED TO, THE FOLLOWING: (A) THE EFFECT ON HIS, HER
OR ITS TAX SITUATION OF THE AUTHORIZED CAPITAL INCREASE, INCLUDING,
BUT NOT LIMITED TO, THE APPLICATION AND EFFECT OF STATE, LOCAL AND
FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE
FUTURE LEGISLATION OR REGULATIONS; AND (C) THE REPORTING OF
INFORMATION REQUIRED IN CONNECTION WITH THE AUTHORIZED CAPITAL
INCREASE ON HIS, HER OR ITS OWN TAX RETURNS. IT WILL BE THE
RESPONSIBILITY OF EACH STOCKHOLDER TO PREPARE AND FILE ALL
APPROPRIATE FEDERAL, STATE AND LOCAL TAX RETURNS.
EFFECTIVE
DATE OF THE AMENDMENT
Pursuant to
Rule 14c-2 under the Exchange Act, the Authorized Capital
Increase will not be effective, until at least twenty
(20) days after the date on which this Information Statement
is filed with the Commission and a copy hereof has been mailed to
each of the Company’s stockholders. The Company anticipates that
this Information Statement will be mailed to our stockholders as of
the Record Date on or about November 29, 2019. Therefore, the
Company anticipates that the Authorized Capital Increase will be
effective, and the Amendment to our Articles of Incorporation will
be filed with the Secretary of State for the State of Nevada, on or
about December 20, 2019.
The Company has
asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the
Company’s common stock and will reimburse such persons for
out-of-pocket expenses incurred in forwarding such material.
VOTING
SECURITIES AND INFORMATION ON CONSENTING STOCKHOLDER
Pursuant to the
Company’s Bylaws and the Nevada Revised Statutes, a vote by the
holders of at least a majority of the voting shares is required to
effect the action described herein. As of the Record Date, the
Company had 1,467,229,732 voting common shares issued and
outstanding and entitled to vote, which for voting purposes are
entitled to one vote per share. The consenting stockholder is the
record and beneficial owner of a total of 87,525,361 shares of
Common Stock which represent approximately 6.0% of the total number
of voting shares. In addition, the consenting stockholder holds
1,000,000 shares of our Series A Convertible Preferred Stock which
has such number of votes as is determined by multiplying: (a) the
number of shares of Series A Convertible Preferred Stock held by
such holder, (b) the number of issued and outstanding shares of the
Corporation’s Series A Convertible Preferred Stock and common stock
on a fully-diluted basis; and (c) 0.000006. Accordingly, on any
stockholders’ vote, the consenting stockholder has a total of
8,950,903,753 votes, and far greater than 50% of the issued and
outstanding voting stock of the Company. The consenting stockholder
voted in favor of the actions described herein in a written
consent, dated November 25, 2019. No consideration was paid for the
consent. The consenting stockholder’s name, affiliations with the
Company and beneficial holdings are as follows:
|
Voting Shareholder
|
|
Affiliation
|
|
Number
of
Voting
Shares
|
|
Percentage
of
Voting
Shares
|
|
Paul
Thompson, Sr.
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Sole
officer and director
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87,525,361
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6.0%
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following
table sets forth certain information regarding the beneficial
ownership of the 1,467,229,732 issued and outstanding shares of our
common stock as of November 25, 2019, by the following persons:
each
person who is known to be the beneficial owner of more than five
percent (5%) of our issued and outstanding shares of common
stock;
each
of our directors and executive officers; and
all
of our Directors and Officers as a group
|
Name
And Address
|
|
Number Of
Shares
Beneficially
Owned
|
|
Percentage
Owned
|
|
Paul D.
Thompson(1)
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|
87,525,361(2)(3)(4)
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6.0%
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Jeffrey
Allen Braley(5)
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89,500,000
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6%
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Francis
and Alice Stadelman Revocable Living Trust(6)
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102,497,560
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7%
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All
Officers and Directors as Group
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87,525,361
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6.0%
|
|
|
|
|
|
|
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Total
|
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279,522,921
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19%
|
(1)1805 N. Carson Street, Suite 150, Carson City, NV
89701.
(2)Includes 86,568,671 shares of common stock held by
Mr. Thompson individually; 660,000 shares of common stock held by
Tioga Gold, Inc.; 182,918 shares of common stock held by Mexus Gold
Mining S.A. C.V.; and 113,772 shares of common stock held by Mexus
Gold International.
(3)Mr. Thompson owns 1,000,000 shares of our Series A
Convertible Preferred Stock, $.001 par value. Each share of our
Series A Convertible Preferred Stock converts into 10 shares of our
common stock. Assuming Mr. Thomson converted 100% of the Series A
Convertible Preferred Stock held by him into shares of common
stock, he would hold and additional 10,000,000 shares of common
stock and a grand total of 97,525,361 shares of commons stock or
approximately 6.6% of our issued and outstanding shares of common
stock.
(4)Holders of our Series A Convertible Preferred Stock
have such number of votes as is determined by multiplying: (a) the
number of shares of Series A Convertible Preferred Stock held by
such holder, (b) the number of issued and outstanding shares of the
Corporation’s Series A Convertible Preferred Stock and common stock
on a fully-diluted basis; and (c) 0.000006. Accordingly, on any
stockholders’ vote, Mr. Thompson has a total of 8,950,903,753
votes, and far greater than 50% of the issued and outstanding
voting stock of the company.
(5)362 S 5th St. Winneconne, WI
54986.
(6)313 Ohio Ave. SE, Bandon, OR
97411.
Beneficial
ownership is determined in accordance with the rules and
regulations of the SEC. The number of shares and the percentage
beneficially owned by each individual listed above include shares
that are subject to options held by that individual that are
immediately exercisable or exercisable within 60 days from the date
of this annual report and the number of shares and the percentage
beneficially owned by all officers and directors as a group
includes shares subject to options held by all officers and
directors as a group that are immediately exercisable or
exercisable within 60 days from the date of this registration
statement.
INTEREST OF
CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director,
nominee for director, or officer of the Company, or associate of
any of the foregoing persons, has any substantial interest,
directly or indirectly, in the matter acted upon. The Company’s
sole director has not informed us in writing that he intends to
oppose any action to be taken by the Company.
VOTING
PROCEDURES
Pursuant to
the Nevada Revised Statutes and our Articles of Incorporation,
the affirmative vote of the holders of a majority of our
outstanding common stock is sufficient to amend
our Articles of Incorporation, which vote was obtained by the
written consent of the Majority Stockholder as described herein. As
a result, the amendment to our Articles of Incorporation has been
approved and no further votes will be needed.
NO
DISSENTER'S RIGHT OF APPRAISAL
Under Nevada
law, stockholders are not entitled to dissenter's rights of
appraisal with respect to the Authorized Capital Increase.
CHANGE OF
CONTROL AND CHANGES TO OUR BUSINESS
We have not had
any change of control or changes to our business.
WHERE YOU CAN
OBTAIN ADDITIONAL INFORMATION
The Company is
subject to the informational requirements of the Exchange Act, and
in accordance therewith files reports, proxy statements and other
information including annual and quarterly reports on Form 10-K and
10-Q with the Commission. Reports and other information filed by
the Company 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 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. Copies
of such filings may also be obtained by writing to the Company at
Mexus Gold US, 1805 N. Carson Street, #8, Carson City, NV
89701.
STOCKHOLDERS
SHARING AN ADDRESS
Unless we have
received contrary instructions from a stockholder, we are
delivering only one Information Statement to multiple stockholders
sharing an address. We will, upon request, promptly deliver a
separate copy of this Information Statement to a stockholder who
shares an address with another stockholder. A stockholder who
wishes to receive a separate copy of the Information Statement may
make such a request in writing to the Company at Mexus Gold US,
1805 N. Carson Street, #8, Carson City, NV 89701.
|
On behalf of the Board of Directors,
|
|
|
|
/s/ Paul Thompson, Sr.
|
|
By: Paul Thompson, Sr.
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Its: Chief Executive Officer
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November 25, 2019
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Appendix
A
ROSS
MILLER
Secretary of
State
204 North
Carson Street, Suite 1
Carson City,
Nevada 89701-4520
(775)
684-5708
|
Certificate
of Amendment
(PURSUANT TO NRS
78.385 AND 78.390)
USE BLACK INK
ONLY – DO NOT HIGHLIGHT
|
Certificate
of Amendment to Articles of Incorporation
For Nevada
Profit Corporations
(Pursuant to
NRS 78.385 and 78.390 - After Issuance of Stock)
The first
paragraph of ARTICLE THIRD of the Articles of Incorporation is
amended in its entirety as follows:
“THIRD. The
authorized capital stock of the Corporation shall be 5,010,000,000
shares. The capital stock of the corporation is divided into two
classes: (1) Common Stock in the amount of Five Billion
(5,000,000,000) shares having par value of $0.001 each; and (2)
preferred stock in the amount of Ten Million (10,000,000) shares
having par value of $0.001 each. The Board shall have the
authority, by resolution or resolutions, to divide the preferred
stock into series, to establish and fix the distinguishing
designation of each such series and the number of shares thereof
(which number, by like action of the Board from time to time
thereafter may be increased, except when otherwise provided by the
Board in creating such series, or may be decreased, but not below
the number of shares thereof then outstanding) and, within the
limitations of applicable law of the State of Nevada or as
otherwise set forth in this article, to fix and determine the
relative rights and preferences of the shares of each series so
established prior to the issuance, thereof.
Holders of
the corporation’s Common Stock shall not possess cumulative voting
rights at any shareholders meetings called for the purpose of
electing a Board of Directors or on other matters brought before
stockholders meetings, whether they be annual or special.
All capital
stock when issued shall be fully paid and nonassessable. No holder
of shares of capital stock of the corporation shall be entitled as
such to any pre-emptive or preferential rights to subscribe to any
unissued stock, or any other securities, which the corporation may
now or hereafter be authorized to issue.
The
corporation’s capital stock may be issued and sold from time to
time for such consideration as may be fixed by the Board of
Directors, provided that the consideration so fixed is not less
than par value.”
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: Greater than 50%.
4. Effective
date of filing: (optional)
(must not be
later than 90 days after the certificate is filed)
5. Signature
(required)
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/s/ Paul
Thompson, Sr.
|
|
Signature of
Officer
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