UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
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Definitive Proxy Statement
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TIERRA GRANDE RESOURCES
INC.
(Name of Registrant as Specified In Its Charter)
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TIERRA GRANDE RESOURCES INC.
666 Stirling Hwy
Mosman Park, WA 6012
+61 8 9384 6835
September 30, 2013
ACTION REQUIRED BY STOCKHOLDER
Dear Stockholder:
We are furnishing the enclosed Consent Solicitation Statement
and Consent Card to you in connection with the following actions of the company:
(i) the appointment of three (3) new directors to our Board of Directors, (ii)
the waiver of the annual meeting of shareholders for the fiscal year ending May
31, 2014 and ratification of the waiver by shareholders of all prior annual
meetings of shareholders of the company, (iii) the ratification of the following
actions previously undertaken by the company with the required consent of
shareholders: (a) the appointments of Andrew Gasmier and Brad Evans as directors
of our company, (b) our name change to Tierra Grande Resources Inc. (c) the
increase in our authorized capital to 500,000,000 shares of common stock, (d)
the adoption of our 2012 stock incentive plan, and (e) the adoption of more
comprehensive bylaws, and (IV) the approval and ratification of our independent
auditors.
Our Board of Directors has reviewed and unanimously approved
the above actions by the company. The holders of a majority of our issued and
outstanding common stock have also passed resolutions approving such actions.
We are hereby formally seeking
written consent from shareholders with respect to the above actions.
These actions require the written consent of the holders of a
majority of our issued and outstanding common stock. We have enclosed a Consent
Card for completion by you. Please fully complete, sign and return the Consent
Card to us as soon as possible (and within 60 days of the date of this
solicitation) at the following address: PO Box 116, West Perth 6872, Western
Australia, Australia, or by facsimile to (+61 8) 9385 4737.
We thank you for your continued support of the company.
By Order of the Board of Directors,
/s/ Mark Kalajzich
Mark Kalajzich
President
2
CONSENT SOLICITATION STATEMENT
Introduction
This consent solicitation is being made by Tierra Grande
Resources Inc. (we, us, our or the Company). We are furnishing this
Consent Solicitation Statement and enclosed Consent Card to you in connection
with the following actions of the Company: (i) the appointment of three (3) new
directors to our Board of Directors, (ii) the waiver of the annual meeting of
shareholders for the fiscal year ending May 31, 2014 and ratification of the
waiver by shareholders of all prior annual meetings of shareholders of the
company, (iii) the ratification of the following actions previously undertaken
by the company with the required consent of shareholders: (a) the appointments
of Andrew Gasmier and Brad Evans as directors of our company, (b) our name
change to Tierra Grande Resources Inc. (c) the increase in our authorized
capital to 500,000,000 shares of common stock, (d) the adoption of our 2012
stock incentive plan, and (e) the adoption of more comprehensive bylaws, and
(IV) the approval and ratification of our independent auditors.
Our Board of Directors has reviewed and unanimously approved
the above actions by the Company. The holders of a majority of our issued and
outstanding common stock have also passed resolutions approving such actions.
We are hereby formally seeking
written consent from shareholders with respect to the above actions.
These actions require the written consent of the holders of a
majority of our issued and outstanding common stock. An abstention will
effectively be a vote against the actions or any of them. We have enclosed a
Consent Card for completion by you. Please fully complete, sign and return the
Consent Card to us as soon as possible (and within 60 days of the date of this
solicitation) at the following address: PO Box 116, West Perth 6872, Western
Australia, Australia, or by facsimile to (+61 8) 9385 4737.
Date, Time and Place Information
We are seeking approval from our stockholders by written
consent of the actions contemplated herein. Accordingly, there will not be a
meeting of our stockholders relating to these actions. Under the Nevada Revised
Statutes, the proposed actions require approval by the written consent of
holders of a majority of our common stock. Please fully complete, sign and
return the enclosed Consent Card to us as soon as possible (and within 60 days
of the date of this solicitation) at the following address: PO Box 116, West
Perth 6872, Western Australia, Australia, or by facsimile to (+61 8) 9385
4737.
This Statement and enclosed Consent Card are expected to be
mailed on or about October 5, 2013 to the holders of our common stock as of
September 30, 2013. We will incur all costs associated with preparing, printing
and mailing this Consent Solicitation Statement and Consent Card. We will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this Consent Solicitation
Statement and Consent Card to the beneficial owners of our common stock. We will
only deliver one Consent Solicitation Statement and Consent Card to multiple
security holders sharing an address unless we have received contrary
instructions from one or more of the security holders. Upon written or oral
request, we will promptly deliver a separate copy of this Consent Solicitation
Statement and Consent Card and any future annual reports and Consent
Solicitation Statements and Consent Cards to any security holder at a shared
address to which a single copy of this Consent Solicitation Statement and
Consent Card was delivered, or deliver a single copy of this Consent
Solicitation Statement and any future annual reports and Consent
Solicitation Statements and Consent Cardsto any security holder or holders
sharing an address to which multiple copies are now delivered. You should direct
any such requests to the attention of our President at our principal executive
office. The address of our principal executive office is Cnr Stirling Hwy &
Fairlight Street, Mosman Park, Western Australia 6012, Australia and our phone
number is +61 8 9384 6835.
3
Dissenters Right of Appraisal
Under the Nevada Revised Statutes or pursuant to our Articles
of Incorporation and Bylaws, our stockholders do not have dissenters' rights in
connection with the actions contemplated herein.
Revocation of Consents
A shareholder may revoke his, her or its consent at any time
prior to November 30, 2013 or other conclusion of the consent process (whichever
is earlier) by mailing a properly executed Consent Card bearing a later date or
by mailing a signed, written notice of revocation to our company at the
following address: PO Box 116, West Perth 6872, Western Australia, Australia, or
by facsimile to (+61 8) 9385 4737. Revocation of a Consent will be effective
upon receipt by us of either (i) an instrument revoking the consent or (ii) a
duly executed Consent bearing a later date.
Voting Securities and Principal Holders Thereof
The record date for the determination of stockholders entitled
to consent to the actions contemplated herein is September 30, 2013 (the Record
Date). As of that date, we had 78,769,712 outstanding shares of common stock,
$0.0001 par value, and no outstanding shares of preferred stock, $0.0001 par
value. Each share of our common stock entitles the holder thereof to one vote on
each matter that may come before a meeting or vote of our stockholders.
Security Ownership of Certain Beneficial Owners and
Management:
The following table sets forth the ownership, as of the Record
Date, of our common stock by each of our directors, director nominees and
executive officers, by all of our executive officers, directors and director
nominees as a group and by each person known to us to be the beneficial owner of
more than 5% of any class of our securities. As of the Record Date, there were
78,769,712 shares of our common stock issued and outstanding. All persons named
have sole voting and investment power with respect to the securities held by
them, except as otherwise noted. The number of securities described below
includes shares which the beneficial owner has the right to acquire within 60
days of the date of this Information Statement.
Title of Class
|
Name
of Beneficial
Owner
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Amount and Nature of
Beneficial Ownership
|
Percent of
Class
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Common Stock
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Simon Eley
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1,850,000(1)
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2.3%
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Common Stock
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Andrew Gasmier
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1,000,000
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1.3%
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Common Stock
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Brad Evans
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150,000(2)
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0.2%
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Common Stock
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Mark Kalajzich
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0
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0%
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4
Title of Class
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Name
of Beneficial
Owner
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Amount and Nature of
Beneficial Ownership
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Percent of
Class
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Common Stock
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Miguel Cardozo
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0
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0%
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Common Stock
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Eduardo Ferrero
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0
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0%
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All Officers, Directors and Director Nominees as
a Group
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3,000,000(1)(2)
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3.8%
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Common Stock
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Christopher Robin Relph
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6,805,208(3)
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8.4%
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Common Stock
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Aviador Corporation Pty. Ltd.
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22,500,000(4)
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26.1%
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Common Stock
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BC & N Pollard ATF Geovet Family Trust
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5,400,000(5)
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6.7%
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Common Stock
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Six Fingers Pty Ltd.
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8,160,000(6)
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10.1%
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Common Stock
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Smart Train Australian Pty Ltd.
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5,400,000(7)
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6.7%
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Common Stock
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Resmin Pty Ltd.
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4,500,000(8)
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5.6%
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(1)
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In addition, Aviador Corporation Pty. Ltd. (Aviador)
owns 15,000,000 shares of common stock and warrants to acquire 7,500,000
shares of common stock of the Company and Resmin Pty Ltd. (Resmin) owns
3,000,000 shares of common stock and warrants to acquire 1,500,000 shares
of common stock of the Company. Mr. Eley is a director of both Aviador and
Resmin and disclaims beneficial ownership of these securities as
investment and voting control over these securities rests with the board
of directors of Aviador and Resmin, respectively.
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(2)
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These shares are held by CLM Resources Pty. Ltd. Mr.
Evans is a director and officer of CLM Resources and disclaims beneficial
ownership of these securities as investment and voting control over these
securities rests with the board of directors of CLM Resources. The
directors of CLM Resources are Brad Evans and Kylie Evans.
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(3)
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Mr. Relph resigned as a director and officer in September
2012. Represents 4,805,208 shares of common stock and warrants to acquire
2,000,000 shares of common stock of the Company held by Mr.
Relph.
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(4)
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Represents 15,000,000 shares of common stock and warrants
to acquire 7,500,000 shares of common stock of the Company. The board of
directors of Aviador holds investment and voting control over these
securities. The directors of Aviador are Tobias Byrne, Allister Blyth,
Richard Pappas, Benjamin Auld, Benjamin Pollard and Simon Eley.
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(5)
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Represents 3,600,000 shares of common stock and warrants
to acquire 1,800,000 shares of common stock of the Company. The trustees
of this trust hold investment and voting control over these securities.
The trustees of the trust are Benjamin Craig Pollard & Neeta
Pollard.
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(6)
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Represents 6,360,000 shares of common stock and warrants
to acquire 1,800,000 shares of common stock of the Company. The board of
directors of Six Fingers holds investment and voting control over these
securities. The directors of Six Fingers Pty Ltd. are Benjamin Auld and
Alison Auld.
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(7)
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Represents 3,600,000 shares of common stock and warrants
to acquire 1,800,000 shares of common stock of the Company. The board of
directors of Smart Train holds investment and voting control over these
securities. The directors of Smart Train are Tobias Byrne and Bianca
Byrne.
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(8)
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Represents 3,000,000 shares of common stock and warrants
to acquire 1,500,000 shares of common stock of the Company. The board of
directors of Resmin holds investment and voting control over these
securities. The directors of Resmin are Simon Eley and Belinda
Murray.
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Changes in Control
There are no arrangements known to us the operation of which
may at a later date result in a change in control of our company.
CORPORATE ACTIONS
PROPOSAL 1 - Appointment and Ratification of
Directors
5
Management and Directors
Our bylaws allow the number of directors to be fixed by the
Board of Directors. We currently have three directors, Simon Eley, Andrew
Gasmier and Brad Evans. On June 21, 2013, our Board of Directors and our
stockholders owning a majority of our voting securities approved the
appointments of Mark Kalajzich, Miguel Cardozo and Eduardo Ferrero as new
directors of our company. Our Board of Directors and our stockholders owning a
majority of our voting securities also previously approved the appointment of
Mr. Evans as a director of our company, and Mr. Gasmier was appointed by our
board to fill the vacancy created by the resignation of a former director. We
are hereby seeking shareholder consent for the appointments of Mark Kalajzich,
Miguel Cardozo and Eduardo Ferrero as new directors of our company, and the
ratification of the appointments of Andrew Gasmier and Brad Evans as directors
of our company.
Our current directors, proposed directors and executive
officers are as follows:
Name
|
Age
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Position
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Simon Eley
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40
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Director and Chairman
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Allister Blyth
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31
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Chief Financial Officer
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Andrew Gasmier
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40
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Director
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Brad Evans
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37
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Director
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Mark Kalajzich
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32
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Proposed Director, President and Chief
Executive Officer
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Miguel Cardozo
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63
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Proposed Director
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Eduardo Ferrero
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39
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Proposed Director
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Our directors serve as directors until our next annual
shareholders meeting or until a successor is elected and qualified. Officers
hold their positions at the discretion of the Board of Directors. There are no
arrangements, agreements or understandings between non-management shareholders
and management under which non-management shareholders may directly or
indirectly participate in or influence the management of our affairs.
Simon Eley, Chairman and Director
Mr. Eley has been a director since December 20, 2010, Chief
Executive Officer since September 22, 2011 and Chief Financial Officer since
September 12, 2012. He is an Australian solicitor with wide experience in the
resources sector. Mr. Eley is currently a director of Auricup Resources Ltd and
was a director of Aragon Resources Ltd. He led the team that secured the Central
Murchison Gold Project which became Aragon's core asset with approximately 2
million ounces in JORC compliant resources. Aragon was taken over by Westgold
Resources Ltd in 2011 valuing Aragon at $76 million. He worked for Woodside in
Mauritania, West Africa in an advisory and commercial role dealing with
government, joint venture partners and local and international contractors. He
has also worked for Aquila Resources, Manhattan Corporation, Clough and Clayton
Utz. Mr. Eleys experience includes capital raisings, corporate matters, various
commercial arrangements (including joint venture and farm-in agreements), and matters
relating to mining law, toll treatment arrangements, litigation and alternative
dispute resolution. At Aquila and Manhattan he was engaged in corporate
management and strategy. He also has hands on experience in operating base metal
and gold mines in Western Australia and the Northern Territory.
6
Allister Blyth, Chief Financial Officer
Mr. Blyth has been Chief Financial Officer since December 3,
2012. Mr. Blyth is a Certified Practicing Accountant in Australia with over 10
years of experience with both the public and private companies and specializes
in financial management, reporting and strategic corporate planning. He has held
financial controller and senior management positions with companies across
various industries including mining exploration and development, and has been
responsible for reporting compliance for various companies. Mr. Blyth has also
actively participated in establishing a start-up exploration company in
Australia. Mr. Blyth is a partner at Blyth Partners, a distinguished public
accounting and business advisory firm based in Subiaco, Western Australia.
Andrew Gasmier, Director
Mr. Gasmier is a West Australian School of Mines educated
Mining Engineer with over 16 years experience in both underground and open pit
operations. He has extensive experience in the assessment, evaluation and
feasibility of mineral projects in Africa, Australia, Laos and Russia. Mr.
Gasmier has held General Management roles in operations in Queensland and
Western Australia, and in the past five years Mr. Gasmier has held senior
positions for Metals X, Monarch Gold, AngloGold Ashanti and Mining Plus. Mr.
Gasmier is a current member of AusIMM, holds First Class Mine Managers
Certificate of Competency and holds a West Australian Underground Supervisors
Certificate of Competency.
Brad Evans, Director
Mr. Evans has been the General Manager of Mining Plus Pty. Ltd.
for the past five years and has more than 15 years of experience in the mining
industry in a diverse range of roles, from production, planning and management
of mine sites, to organizational leadership. He has led the growth in Mining
Plus from 10 to 70 employees with five offices around the world. Mr. Evans has a
Bachelor of Engineering (Mining) degree from the University of Ballarat in
Australia and holds a Mine Managers Certificates of Competency in Western
Australia and New South Wales.
Mark Kalajzich, President and Chief Executive Officer,
Proposed Director
Mark Kalajzich has held senior executive roles in the
Telecommunications, Workforce Management and Retail sectors in Australia and
Asia. Mark also has significant experience in Equity Capital Markets and Stock
Broking with a fundamental focus of Global Resources and Commodities. He has
been heavily involved in the operation and listing of resource companies and for
the past 2 years, Mark has successfully foundered and held Executive Director
roles in a number of successful start-up entities. Mark continues to hold a
Directors role in the Private Venture Capital and Greenfields Investment
Company, Chapman Valley Capital. Throughout these positions, Mark has
traditionally focused on the creation of corporate structures, the execution of
capital management strategies and driven change through management outcomes.
7
Miguel Cardozo, Proposed Director
Dr. Cardozo has over 39 years of gold and base metals
experience throughout the Americas, holding senior management roles with
companies such as Newmont, North Ltd. and Teck Cominco, as well as in consulting
roles to Placer Dome and AurionGold, and he is a Director of Rio Cristal
Resources and Minandex, junior exploration companies. As Senior Geologist with
Newmont between 1985 and 1995, Dr. Cardozo was responsible for the exploration
program that led to the discovery of the Yanacocha gold district, and the Galeno
copper-gold porphyry in Peru. He is a member of the Society of Economic
Geologists (currently holding the position of Council for the period 2010-2012),
the Colegio de Ingenieros del Perú, the Instituto de Ingenieros de Minas del
Perú, the Sociedad Geológica del Perú and the Society for Geology Applied to
Mineral Deposits. Dr. Cardozo is the current Vice President of the Canada Peru
Chamber of Commerce and a former President of its Mining and Exploration
Committee. Since 2009, he is the President of the Organizing Committee of the
Peruvian Delegation to the yearly PDAC Convention in Toronto. He is also a
former President of the Explorers Association of Peru and of the Mining
Committee of the Canada Peru Chamber of Commerce
Eduardo Ferrero, Proposed Director
Mr Ferrero is an Australian-Peruvian Executive with more than
16 years professional experience in the fields of Engineering, Banking &
Finance, Management Consulting and Business Start-Ups. Mr Ferrero has extensive
business networks across Corporates, Banks and Government in Australia and Peru.
He is a Director of LaEncontre.com, Social Coil, Re/max-Pro and Delante
Consultores, and currently lives in Lima with his family.
Significant Employees
Other than our officers, there are no other individuals that
make a significant contribution to our business.
Family Relationships
There are no family relationships among our directors and
officers.
Other Directorships
None of our directors or proposed directors currently hold, or
within the past five years have held, directorships in companies with a class of
securities registered pursuant to Section 12 of the Exchange Act or that are
subject to the requirements of Section 15(d) of such Act.
Involvement in Certain Legal Proceedings
We are not a party to any material legal proceedings. In
addition, to our knowledge, no director, officer or affiliate of the Company,
any owner of record or beneficially of more than five percent of any class of
voting securities of the Company, or any associate of any such director,
officer, affiliate of the Company, or security holder is a party adverse to the
Company or any of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries in any material legal proceeding.
8
None of our directors, executive officers, promoters or control
persons have been involved in any of the following events during the past five
years:
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any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
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any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
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being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
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being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
Corporate Governance
Director Independence
Our securities are not listed on a national securities exchange
or on any inter-dealer quotation system which has a requirement that a majority
of directors be independent. We evaluate independence by the standards for
director independence set forth in the NYSE MKT Marketplace Rules.
Under these rules, a director or proposed direrctor is not
considered to be independent if he or she also is an executive officer or
employee of the Company or has loaned funds to us within the past two years. As
a result, Mr. Eley and Mr. Kalajzich would not be considered independent because
each serves as an officer of our company. Our other directors or proposed
directors, Mr. Gasmier, Mr. Evans, Mr. Cardozo and Mr. Ferrero, would be
considered independent under these rules.
Board of Directors Meetings
During the fiscal year ended March 31, 2013, our board of
directors did not formally meet. Our board conducted all business and approved
all corporate actions during the fiscal year ended March 31, 2013 by the
unanimous written consent of its members in the absence of formal board
meetings.
Committees of the Board of Directors
As our common stock is not presently listed for trading or
quotation on a national securities exchange or NASDAQ, we are not presently
required to have board committees.
We currently have an audit committee comprised of our current
directors and Allister Blyth, our CFO. Mr. Blyth is considered a financial
expert under applicable rules. The purpose of the Audit Committee is, among
other things, to assist the board in its oversight of the integrity of our
financial statements and other relevant public disclosures, our compliance with
legal and regulatory requirements relating to financial reporting, the external
auditors' qualifications and independence and the performance of the internal
audit function and the external auditors.
Due to our small size and limited operations to date, we do not
presently have a nominating committee, compensation committee or other committee
performing similar functions. We have not adopted any procedures by which
security holders may recommend nominees to our board, and we do not have a
diversity policy.
9
Code of Ethics
Due to our small size and limited operations to date, we have
not adopted a formal code of ethics. Our Board has found that the fiduciary
duties placed on individual directors by applicable legislation and the
restrictions placed by applicable legislation on an individual director's
participation in decisions of the Board in which the director has an interest
have been sufficient to ensure that the Board operates independently of
management and in the best interests of our company.
Board Leadership Structure and Role on Risk Oversight
At present, we have determined our current leadership
structure, comprised of our directors and officers, is appropriate due to our
small size and limited operations and resources.
We have no policy requiring the combination or separation of
the Principal Executive Officer and Chairman roles and our governing documents
do not mandate a particular structure. Our directors recognize that the
leadership structure and the combination or separation of these leadership roles
is driven by our needs at any point in time.
Our directors are involved in the general oversight of risks
that could affect our business and they will continue to evaluate our leadership
structure and modify such structure as appropriate based on our size, resources
and operations.
Stockholder Communication with the Board of Directors
Stockholders may send communications to our board of directors
by writing to us at PO Box 116, West Perth 6872, Western Australia, Australia,
Attention: President.
Other Information
We are required to file periodic reports, proxy statements and
other information with the SEC. You may read and copy this information at the
Public Reference Room of the SEC, 100 F. Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. You may also obtain a copy of these reports
by accessing the SECs website at http://www.sec.gov. You may also send
communications to our board of directors at Tierra Grande Resources Inc., PO Box
116, West Perth 6872, Western Australia, Australia, Attention: President.
Section 16(a) Beneficial Ownership Compliance
Reporting
Section 16(a) of the Securities Exchange Act of 1934 requires a
companys directors and officers, and persons who own more than ten-percent
(10%) of the companys common stock, to file with the Securities and Exchange
Commission reports of ownership on Form 3 and reports of change in ownership on
Forms 4 and 5. Such officers, directors and ten-percent stockholders are also
required to furnish the company with copies of all Section 16(a) reports they
file. Based on information provided to us, all such reports have been filed
under Section 16(a) of the Securities Exchange Act of 1934 in a timely manner
since the filing of our annual report on Form 10-K for the year ended May 31,
2012, except that Allister Blyth and Brad Evans were late in filing a Form 3,
and Andrew Gasmier was late in filing a Form 3 and Form 4.
10
Compensation of Management and Directors
Summary Compensation Table
The following table sets forth, as of May 31, 2013, the
compensation paid to our principal executive officers during the last two
completed fiscal years.
Summary
Compensation Table
|
Name and
Principal
Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive
Plan
Compen-
sation
|
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compen
-sation
|
Total
|
|
|
($)
|
($)
|
($)
|
($)
|
|
($)
|
($)
|
($)
|
C. Robin
Relph (1)
|
2013
|
$32,000
|
0
|
0
|
0
|
0
|
0
|
0
|
$32,000
|
2012
|
$96,000
|
0
|
0
|
0
|
0
|
0
|
0
|
$96,000
|
Simon
Eley(1)
|
2013
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
2012
|
$56,000
|
0
|
0
|
0
|
0
|
0
|
0
|
$56,000
|
(1)
|
Christopher Robin Relph was our President, Chief
Executive Officer and Chief Financial Officer during the year ended May
31, 2011 and until September 2011, when Simon Eley was appointed our
President and Chief Executive Officer in place of Mr. Relph, who was
appointed our Chairman and remained as Chief Financial Officer. Mr. Eley
replaced Mr. Relph as Chief Financial Officer in September 2012 upon the
resignation of Mr. Relph as a director and officer of our
company.
|
Option Grants
We did not grant any stock options or other similar securities
to our directors or officers during the years ended May 31, 2012 or 2013. Our
directors and officers do not own any stock options or other similar securities
of our company, except that Mr. Relph (a director and officer until September
2012) holds warrants to acquire up to two million shares at a price of $0.10 per
share expiring February 11, 2013. See Security Ownership of Certain Beneficial
Owners and Management.
Management Agreements
We had agreed to pay Robin Relph, an officer and director until
September 2012, CDN$8,000 for his services. Mr. Relph resigned as a director and
officer of our company in September 2012.
Compensation upon Change of Control
As of May 31, 2013, we had no pension plans or compensatory
plans or other arrangements, which provide compensation in the event of the
termination of directors, officers or employees or a change in control of our
company.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans pursuant to which we provide
pension, retirement or similar benefits for directors or executive officers. We
have no material bonus or profit sharing plans pursuant to which cash or
non-cash compensation is or may be paid to our directors or executive officers,
except that stock options may be granted at the discretion of the Board of
Directors or a committee thereof.
11
Compensation of Directors
We did not pay director's fees or other cash compensation to
our directors for services rendered as directors in the year ended May 31, 2012
or 2013. We have no standard arrangements pursuant to which our directors are
compensated for their services in their capacity as directors. The Board of
Directors may award special remuneration to any director undertaking any special
services on behalf of our company other than services ordinarily required of a
director. No director has received and/or accrued any compensation for his
services as a director, including committee participation and/or special
assignments.
Certain Relationships and Related Transactions
During the years ended May 31, 2013 and 2012, we incurred
management fees of $32,000 and $96,000, respectively, to Christopher Robin
Relph, the former Chairman of the Company. On September 1, 2011, we entered into
a Domain Purchase Agreement with Mr. Relph whereby we purchased the domain name
Buckingham.com in consideration for $10,000.
As of May 31, 2013, we recognized bad debt of $63,344 due to
the uncertainty of recoverability of a receivable due from Mr. Relph.
On January 25, 2012, we issued 500,000 shares of common stock
to a former director of the Company as a one-time incentive for joining the
Companys board of directors and other contributions to-date.
On July 20, 2012, we issued an aggregate of 2,750,000 shares of
common stock to certain directors, officers and employees as compensation for
services rendered from January 1, 2012 to June 30, 2012 to conserve capital.
Other than as described above, since the beginning of our last
fiscal year, we have not entered into any transactions, and there are no
currently proposed transactions, with our officers, directors, persons nominated
for these positions, beneficial owners of 5% or more of our common stock, or
family members of these persons wherein the amount involved in the transaction
or a series of similar transactions exceeded the lesser of $120,000 or 1% of the
average of our total assets for the last three fiscal years.
While we do not have any special committee, policy or procedure
related to the review, approval or ratification of transactions with related
persons, our board of directors reviews all such transactions.
PROPOSAL 2 Waiver of Annual Meetings
Section 1 of Article 1 of our Bylaws provides that an annual
meeting of our shareholders may be waived by the written consent of our
shareholders owning a majority of the entire issued and outstanding capital
stock of our company. Given our currently limited financial resources and the
size of our company, we are seeking shareholder consent for the waiver of the
annual meeting of our shareholders for the year ending May 31, 2014. In
addition, our Board of Directors and shareholders owning a majority of our
outstanding capital stock have previously approved the waiver of prior annual
meetings, and we are seeking shareholder ratification of the waiver of all prior
annual meetings. We inadvertently did not file a Schedule 14C with the SEC
relating to the waiver of prior annual meetings.
12
Given our size and limited financial resources, we have not
held annual meetings in the past. However, we plan to hold annual meetings in
the future, subject to an increase in our operations and financial condition.
Pursuant to our bylaws, we are required to hold an annual meeting at the request
in writing of shareholders owning a majority of the entire issued and
outstanding capital stock of the Company and entitled to vote.
Shareholders that wish to submit a proposal or nominate a
director for our next annual meeting may do so at any time, and in any event
should do so within 10 days of filing of a preliminary proxy statement by us
with the SEC, after which the submission or nomination will be considered
untimely.
PROPOSAL 3 Ratification of Name Change
On March 1, 2013, our Board of Directors and stockholders
owning a majority of our outstanding common stock approved resolutions
authorizing us to amend our Articles of Incorporation to change our companys
name to Tierra Grande Resources Inc. The Board believes that the name change
better reflects the nature of our anticipated operations.
On March 18, 2013, we filed a Definitive Information Statement
on Schedule 14C with the SEC in respect of the name change and certain other
corporate actions. On April 10, 2013, we received approval from FINRA for the
name change and resulting trading symbol change for our common stock to TGRI
and, on April 11, 2013, we filed a Form 8-K with the SEC disclosing the
completion of these actions.
We are hereby seeking shareholder ratification of our name
change to Tierra Grande Resources Inc.
PROPOSAL 4 Ratification of Capital Increase
On March 1, 2013, our Board of Directors and stockholders
owning a majority of our outstanding common stock approved a resolution
authorizing us to amend our Articles of Incorporation to increase the number of
our authorized shares of common stock to 500,000,000 shares from 300,000,000
shares. The Board of Directors believes that this increase in the number of
authorized shares is in the best interest of our company in that it will provide
us with available shares which could be issued for various corporate purposes,
including financings, acquisitions, stock dividends, stock splits, stock
options, convertible debt and equity financings, as the Board of Directors
determines in its discretion. The Board further believes that the increase in
the number of authorized shares will enable us to promptly take advantage of
market conditions and the availability of favorable opportunities without the
delay and expense associated with holding a special meeting of shareholders. We
presently have no specific plans, arrangements or understandings, either written
or oral, to issue any of the additional authorized shares of common stock. The
newly authorized shares of common stock will have voting and other rights
identical to those of the currently authorized shares of common stock.
On March 18, 2013, we filed a Definitive Information Statement
on Schedule 14C with the SEC in respect of the capital and certain other
corporate actions. On April 10, 2013, we received approval from FINRA for the
capital increase and, on April 11, 2013, we filed a Form 8-K with the SEC
disclosing the completion of this action.
13
We are hereby seeking shareholder ratification of the increase
in our authorized capital stock as described above.
PROPOSAL 5 Ratification of Stock Incentive Plan
On March 1, 2013, our Board of Directors and stockholders
owning a majority of our outstanding common stock approved a 2012 Stock
Incentive Plan. On March 18, 2013, we filed a Definitive Information Statement
on Schedule 14C with the SEC in respect of our 2012 Stock Incentive Plan and
certain other corporate actions. The Plan was adopted on April 10, 2013 and, on
April 11, 2013, we filed a Form 8-K with the SEC with respect to the adoption of
the Plan. All prior equity compensation plans of the Company were terminated by
our board in accordance with their terms.
We are hereby seeking shareholder ratification of the adoption
of the 2012 Stock Incentive Plan and termination of all prior equity
compensation plans.
The purpose of the Plan is to promote the long-term success of
our company and the creation of stockholder value by encouraging the attraction
and retention of qualified employees and non-employee directors, encouraging
them to focus on critical long-range objectives of our company and linking their
interests directly to stockholder interests through increased stock ownership.
The Plan seeks to achieve this purpose by providing for various types of
incentive awards to participants. We believe it is important to have flexibility
to grant various types of equity awards to our employees so that we can react
appropriately to the changing environment. No securities have been issued under
the Plan to date.
The Plan shall be administered by our Board until the
appointment of an appropriate committee (the Committee). The Committee has the
discretion to determine the types and terms of awards made under the Plan. The
Plan allows the Company to grant stock options; restricted stock rights;
restricted stock; performance shares; performance share units; and stock
appreciation rights to employees, officers, consultants to, and non-employee
directors of, our company on the grant date of the award. The total number of
shares subject to all awards under the Plan is fifteen million, subject to
adjustment as provided in the Plan for stock splits, dividends, distributions,
recapitalizations and other similar transactions or events. The maximum number
of shares that may be granted to a participant in any year is three million. If
any shares subject to an award are forfeited, expire, lapse or otherwise
terminate without issuance of such shares, such shares shall, to the extent of
such forfeiture, expiration, lapse or termination, again be available for
issuance under the Plan.
The Plan may be amended, terminated or modified with
shareholder approval to the extent required by applicable rules, other than for
non-substantive amendments to the Plan. The Plan also sets out provisions
relating to a change in control of the Company, the non-transferability of
awards, the forfeiture and substitution of awards, as well as other provisions
customary for plans of this type.
Federal Income Tax Consequences of Awards
The following summary is not intended to (and does not)
constitute tax advice, is not intended to be exhaustive and, among other things,
does not describe state, local or foreign tax consequences.
There will be no U.S. federal income tax consequences to the
participant or us upon the grant of an option under the Plan. Upon exercise of
an option that is not an incentive stock option, a participant generally will recognize ordinary income in an
amount equal to (i) the fair market value, on the date of exercise, of the
acquired shares, less (ii) the exercise price of the option. We will generally
be entitled to a tax deduction in the same amount.
14
Upon the exercise of an incentive stock option, a participant
recognizes no immediate taxable income. Income recognition is deferred until the
participant sells the shares. If the option is exercised no later than three
months after the termination of the participants employment, and the
participant does not dispose of the shares acquired pursuant to the exercise of
the option within two years from the date the option was granted and within one
year after the exercise of the option, the gain on the sale will be treated as
long-term capital gain. We are not entitled to any tax deduction with respect to
the grant or exercise of incentive stock options, except that if the shares are
not held for the full term of the holding period outlined above, the gain on the
sale of such shares, being the lesser of: (i) the fair market value of the
shares on the date of exercise minus the option price or (ii) the amount
realized on disposition minus the exercise price, will be taxed to the
participant as ordinary income and, we will generally be entitled to a deduction
in the same amount. The excess of the fair market value of the shares acquired
upon exercise of an incentive stock option over the exercise price therefor
constitutes a tax preference item for purposes of computing the alternative
minimum tax under the Code.
There will be no U.S. federal income tax consequences to either
the participant or us upon the grant of a stock appreciation right (SAR).
However, the participant generally will recognize ordinary income upon the
exercise of an SAR in an amount equal to the aggregate amount of cash and the
fair market value of the shares received upon exercise. We will generally be
entitled to a deduction equal to the amount includible in the participants
income.
Unless a participant makes a Section 83(b) election under the
Code, there will be no U.S. federal income tax consequences to either the
participant or us upon the grant of restricted stock until expiration of the
restricted period and the satisfaction of any other conditions applicable to the
restricted stock. At that time, the participant generally will recognize taxable
income equal to the then fair market value for the shares. We will generally be
entitled to a corresponding tax deduction.
There generally will be no U.S. federal income tax consequences
to the participant or us upon the grant of performance awards (unless the
participant makes a Section 83(b) election under the Code) or restricted stock
units. Participants generally will recognize taxable income at the time when
such awards are paid or settled in an amount equal to the aggregate amount of
cash and the fair market value of shares acquired. We will generally be entitled
to a tax deduction equal to the amount includible in the participants
income.
The Plan is intended to provide for Awards that are exempt
from, or comply with Section 409A of the Code to the extent that such section
would apply to any Award under the Plan. Section 409A of the Code governs the
taxation of deferred compensation. Any participant that is granted an Award that
is deemed to be deferred compensation, such as a grant of restricted stock
rights or units that does not qualify for an exemption from Section 409A of the
Code, and does not comply with Section 409A of the Code, could be subject to
taxation on the Award as soon as the Award is no longer subject to a substantial
risk of forfeiture (even if the Award is not exercisable) and an additional 20%
excise tax (and a penalty based upon an amount of interest determined under
Section 409A of the Code) on the value of the Award.
15
Importance of Consulting Tax Advisor
The information set forth above is a summary only and does not
purport to be complete. In addition, the information is based upon current
Federal income tax rules and therefore is subject to change when those rules
change. Moreover, because the tax consequences to any recipient will depend on
his or her particular situation, each recipient should consult his or her tax
adviser as to the Federal, state, local, foreign and other tax consequences of
the grant or exercise of an Award or the disposition of shares acquired as a
result of an Award.
The foregoing summary of the Plan is qualified in its entirety
by reference to the full text of the Plan, a copy of which is attached as an
exhibit to our Form 8-K filed April 11, 2013.
PROPOSAL 6 Ratification of Bylaws
On December 21, 2010, our Board of Directors and stockholders
owning a majority of our outstanding common stock approved an amendment to our
bylaws and an increase in our authorized capital from 80,000,000 shares of
common stock, par value $0.0001, to 300,000,000 shares of common stock, par
value $0.0001. The number of shares of preferred stock we are authorized to
issue did not change as a result of the capital increase.
The purpose of the Bylaw amendment was to update our bylaws and
make them more comprehensive, while the purpose of the capital increase was to
reorganize our capital structure in connection with a recent change of control,
which management believed would better position us to attract financing.
On January 31, 2011, pursuant to applicable securities laws, we
formally effected the Bylaw amendment and capital Increase. A copy of the
Certificate of Amendment to our Articles of Incorporation reflecting the capital
increase is attached as Exhibit 3.1 to our Form 8-K filed February 1, 2011.
We are hereby seeking shareholder ratification of the adoption
of the Bylaw amendment and capital increase as described above.
PROPOSAL 7- Approval and Ratification of Auditors
We are proposing to reappoint Malone Bailey LLP as our
independent auditors for the fiscal year ending May 31, 2014 and ratify their
appointment for the last two fiscal years. Malone Bailey LLP has served as our
independent auditors for the last two fiscal years.
The following table represents fees for the professional audit
services and fees billed for other services rendered by our auditors, Malone
Bailey LLP, for the audit of our annual financial statements for the years ended
May 31, 2012 and 2013 and any other fees billed for other services rendered by
Malone Bailey LLP during these periods.
|
Year Ended May 31,
2012
|
Year Ended May 31,
2013
|
Audit fees
|
$25,920
|
$18,000
|
Audit-related fees
|
0
|
0
|
Tax fees
|
0
|
0
|
All other fees
|
0
|
0
|
Total
|
$25,920
|
$18,000
|
16
Since our inception, our Board of Directors, performing the
duties of the Audit Committee, reviews all audit and non-audit related fees at
least annually. The Board of Directors as the Audit Committee pre-approved all
audit related services in fiscal 2013.
Interest of Certain Persons in Matters to be Acted
Upon
Except as disclosed elsewhere in this Statement, none of the
following persons have any substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted upon (other than elections to
office):
|
1.
|
any director or officer of our Company since the
beginning of our last fiscal year;
|
|
|
|
|
2.
|
any proposed nominee for election as a director of our
Company; and
|
|
|
|
|
3.
|
any associate of any of the foregoing
persons.
|
The shareholdings of our directors and officers are set forth
above in the section entitled "Security Ownership of Certain Beneficial Owners
and Management." To our knowledge, no director has advised that he intends to
oppose the corporate actions as more particularly described herein.
|
By Order of the Board of Directors:
|
|
|
Dated: September 30, 2013
|
By:
/s/ Mark
Kalajzich
|
|
Mark
Kalajzich
|
|
President
|
17
TIERRA GRANDE RESOURCES INC.
REVOCABLE CONSENT SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Tierra Grande Resources Inc.
(the Company) hereby revokes all previously granted consents and appoints each
of Mark Kalajzich and Simon Eley (each a director and officer of the Company) as
their attorneys, agents and proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote as the
undersigned has designated, all the shares of common stock of the
undersigned.
1(a)
Approval of Mark Kalajzich as a director of the
Company.
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
|
|
|
1(b)
Approval of Miguel Cardozo as a
director of the Company.
|
|
|
|
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
|
|
|
1(c)
Approval of Eduardo Ferrero as a
director of the Company.
|
|
|
|
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
|
|
|
1(d)
Ratification of Andrew Gasmier as a
director of the Company.
|
|
|
|
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
|
|
|
1(e)
Ratification of Brad Evans as a
director of the Company.
|
|
|
|
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
|
|
|
2
Approval of waiver of the annual meeting
of shareholders of the Company for the year ending May 31, 2014 and
ratification of waiver by shareholders of all prior annual meetings of the
Company.
|
|
|
|
|
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
|
|
|
3
Ratification of approval of the name
change of the Company to Tierra Grande Resources Inc.
|
|
|
|
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
18
4
Ratification of the approval of the
increase in the authorized number of shares of common stock of the Company
to 500,000,000 shares of common stock.
|
|
|
|
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
|
|
|
5
Ratification of the adoption of the 2012
Stock Incentive Plan of the Company and termination of all prior equity
compensation plans of the Company.
|
|
|
|
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
|
|
|
6
Ratification of the adoption of amended
Bylaws and prior increase in the authorized number of shares of common
stock of the Company to 300,000,000 shares of common stock.
|
|
|
|
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
|
|
|
7
Approval of Malone Bailey LLP as the
Companys independent auditors for the fiscal year ending May 31, 2014 and
ratification of their appointment as the Companys independent auditors
for the last two fiscal years.
|
|
|
|
¨
|
¨
|
¨
|
CONSENT
|
CONSENT WITHHELD
|
ABSTAIN
|
THIS CONSENT WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS
CONSENT WILL BE VOTED FOR EACH OF THE ABOVE NOTED MATTERS.
This Consent revokes any consent to vote such shares
heretofore given by the undersigned. Please sign and date below.
The undersigned hereby ratifies and confirms all that said
attorneys and proxies, or any of them, or their substitutes, shall lawfully do
or cause to be done because of this consent, and hereby revokes any and all
consents the undersigned has given before. The undersigned acknowledges receipt
of the Consent Solicitation Statement which accompanies the notice.
DATED: __________, 2013
|
|
|
(Signature)
|
|
|
|
|
Number of Shares Owned:
|
(Signature, if held jointly)
|
Sign exactly as name(s) appear(s) on stock certificate(s). If
stock is held jointly, each holder must sign. If signing is by attorney,
executor, administrator, trustee or guardian, give full title as such. A
corporation or partnership must sign by an authorized officer or general
partner, respectively.
PLEASE SIGN, DATE AND RETURN THIS CONSENT TO PO Box 116,
West Perth 6872, Western Australia, Australia.
19
You may also submit your consent by facsimile to (+61 8) 9385
4737.
Important Notice Regarding the Availability of Consent
Materials.
This consent solicitation is available on the SECS website at
www.sec.gov
.
20
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