UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
x
Preliminary Information
Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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Definitive Information
Statement
DUTCH GOLD RESOURCES, INC.
(Name of Registrant As Specified in 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.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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¨
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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Copies to:
Peter Campitiello, Esq.
Tarter Krinsky & Drogin LLP
1350 Broadway
New York, New York 10018
Tel: 212-216-8085
Fax: 212-216-8001
DUTCH GOLD RESOURCES, INC.
3500 Lenox Road, Suite 1500
Atlanta, Georgia 30326
Dear Shareholders:
We are writing to advise
you that on March 8, 2012, our Board of Directors and shareholders holding a majority of our outstanding voting capital stock (the
“Majority Shareholders”) have authorized the attached Amended and Restated Articles of Incorporation of Dutch Gold
Resources, Inc. (the “Company”) to amend the Company’s Articles of Incorporation to increase the number of the
Company’s authorized shares of capital stock from 770,000,000 consisting of 750,000,000 shares of common stock par value
$0.001 per share (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred
Stock”) to 2,020,000,000 shares of which 2,000,000,000 shares will be Common Stock and 20,000,000 shares will be Preferred
Stock (the “Authorized Stock Increase” or “Amendment”).
This action was approved
by written consent on March 8, 2012 by our Board of Directors and the Majority Shareholders as of that date in accordance with
Section 78.315 and 78.320 of the Nevada Revised Statutes. Our Directors and Majority Shareholders owning a majority of our outstanding
voting capital stock have approved this amendment after carefully considering it and concluding that it was in the best interests
of our Company and our shareholders. The amendment will be effective _______ __, 2012, which is twenty 20 days after the date this
Information Statement is first mailed to our 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. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a
date at least twenty (20) days after the date of this Information Statement has been mailed to our shareholders. This Information
Statement is first mailed to you on or about _______ ____, 2012.
Please feel free to call us at (404) 419-2440
should you have any questions on the enclosed Information Statement.
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For the Board of Directors of
DUTCH GOLD RESOURCES, INC.
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By:
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/s/
Daniel W. Hollis
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Name: Daniel W. Hollis
Title: Chief Executive Officer
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DUTCH GOLD RESOURCES, INC.
3500 Lenox Road, Suite 1500
Atlanta, Georgia 30326
INFORMATION STATEMENT REGARDING
ACTION TAKEN BY WRITTEN CONSENT OF
MAJORITY SHAREHOLDER
IN LIEU OF A SPECIAL MEETING
PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement
is being furnished to the shareholders of Dutch Gold Resources, Inc. (the “Company”) in connection with an amendment
to the Articles of Incorporation of the Company to authorize the increase of the Company’s authorized shares of capital stock.
"We," "us,"
"our," the “Registrant” and the "Company" refers to Dutch Gold Resources, Inc., a Nevada corporation.
The amendment to the Company’s Articles of Incorporation is sometimes referred to as the “Amendment”.
STATEMENTS REGARDING FORWARD INFORMATION
This information statement and the documents
incorporated in this document by reference contain forward-looking statements within the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business,
and on the expected impact of the merger on the combined company’s financial performance. Words such as “anticipates,”
“expects,” “intends,” “plans,” “believes,” “seeks,” “estimates”
and similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by
the forward-looking statements.
SUMMARY OF THE CORPORATE ACTION
On March 8, 2012, our Board of Directors and
shareholders holding a majority of our outstanding voting capital stock (the “Majority Shareholders”) have approved
an amendment to amend and restate the Company’s Articles of Incorporation to increase the number of the Company’s authorized
shares of capital stock from 770,000,000 consisting of 750,000,000 shares of common stock par value $0.001 per share (the “Common
Stock”) and 20,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”) to 2,020,000,000
of which 2,000,000,000 shares will be Common Stock and 20,000,000 shares will be Preferred Stock (the “Authorized Stock Increase”
or “Amendment”). The Amendment was approved by the written consent of the Majority Shareholders holding approximately
59% of our outstanding voting capital stock. Pursuant to the Nevada Revised Statutes (“N.R.S.”), the Amendment is required
to be approved by a majority of our shareholders. This approval could be obtained either by the written consent of the holders
of a majority of our issued and outstanding voting securities, or it could be considered by our shareholders at a special shareholders'
meeting convened for the specific purpose of approving the Amendment. The Company’s voting securities consist of Common Stock
Series A Convertible Preferred Stock and Series B Convertible Perpetual Preferred Stock. (“Series B Preferred Stock”)
Each share of Common Stock is entitled to one vote per share on any matter requiring shareholder vote. The shares of Series A Convertible
Preferred Stock are entitled to vote as 350 shares of Common Stock. The Series B Convertible Perpetual Preferred Stock are entitled
to vote as 400 shares of Common Stock. The Series D Preferred Stock (“Series D Preferred Stock”) are entitled to vote
as 400 shares of Common Stock.
In order to eliminate the costs and management
time involved in holding a special meeting, our Board of Directors voted to utilize the written consent of the Majority Shareholders.
The elimination of the need for a special meeting of shareholders to approve the Amendment is made possible by Section 78.320 of
the N.R.S., which 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.
As of March 5, 2012, there were approximately
567,165,736 shares of our Common Stock, 2,000,000 shares of Series A Preferred Stock; 4,500,000 shares of Series B Preferred Stock,
25,000 shares of Series C Preferred Stock and 4,000,000 shares of Series D Preferred Stock issued and outstanding
The date on which this Information Statement
was first sent to shareholders is on or about _______ __, 2012 (the “Mailing Date”). Inasmuch as we will have provided
this Information Statement to our shareholders of record as of the record date of March 5, 2012 (“Record Date”) no
additional action will be undertaken pursuant to such written consent. Shareholders of record on the Record Date who did not consent
to the Amendment are not entitled to dissenter's rights under Nevada law. These rights are discussed in this Information Statement
under “Dissenter’s Rights” on page 10 of this Information Statement.
The Amendment will be effective twenty (20)
days after this Information Statement is first mailed to our shareholders. No further vote of our shareholders is required.
The entire cost of furnishing this Information
Statement will be borne by the Company. 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.
THE AMENDMENT HAS NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF
THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
PLEASE NOTE THAT THIS IS NEITHER A REQUEST
FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT THAT WILL OCCUR
IF THE AMENDMENT IS COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDMENT AND THE BACKGROUND OF THESE TRANSACTIONS.
QUESTIONS AND ANSWERS ABOUT THE AMENDMENT
Q. Why did I receive this Information
Statement?
A. Applicable laws require us to provide
you information regarding the Amendment even though your vote is neither required nor requested for the Amendment to become effective.
Q. Why am I not being asked to vote
on the Amendment?
A. The holders of a majority of the
issued and outstanding shares of the capital stock have already approved the Amendment pursuant to a written consent in lieu of
a meeting. Such approval, together with the approval of the Company's Board of Directors, is sufficient under Nevada law, and no
further approval by our shareholders is required.
Q. What will I receive
if the Amendment is completed?
A. Nothing. The Amendment will only
modify the Company’s Articles of Incorporation.
Q. What do I need to do now?
A. Nothing. This information statement
is purely for your information and does not require or request you to do anything.
Q: When do you expect the Amendment to become effective?
A. The Amendment will become effective
upon the filing of the Amendment with the Secretary of State of Nevada. A copy of the form of Amendment is attached to this information
statement as Exhibit A. We expect to file the Amendment with the Secretary of State of Nevada no less than 20 days after this information
statement has been sent to you.
Q: Whom can I call with questions?
A. If you have any questions about the
action to be taken by the Company, please contact the Company at (404) 419-2440. You may also obtain additional information about
the Company from documents we file with the Securities and Exchange Commission.
ACTION BY THE BOARD
OF DIRECTORS
AND
CONSENTING SHAREHOLDERS
In accordance with Sections 78.315 and 78.320
of the Nevada Revised Statutes the following action was taken based upon the unanimous recommendation and approval by the Company's
Board of Directors and the written consent of the Majority Shareholders.
AMENDMENT
On March 5, 2012, our Board
of Directors and shareholders holding a majority of our outstanding voting capital stock have authorized the attached Amended and
Restated Articles of Incorporation of the Company to amend the Company’s Articles of Incorporation to increase the number
of the Company’s authorized shares of capital stock from 770,000,000 consisting of 750,000,000 shares of common stock par
value $0.001 per share (the “Common Stock”) and 20,000,000 shares of preferred stock, par value $0.001 per share (the
“Preferred Stock”) to 2,020,000,000 of which 2,000,000,000 shares will be Common Stock and 20,000,000 shares will be
Preferred Stock (the “Authorized Stock Increase” or “Amendment”).
The Company anticipates
that the Amendment will be effective when permissible following the expiration of the twenty (20) day period mandated under Rule
14C; that is, it will be effective on approximately _______ __, 2012, or shortly thereafter.
Reasons for the Amendment
Our Board of Directors
believes it is in the Company’s best interests and the best interests of our shareholders to increase the number of authorized
shares in our capital structure to allow for the issuance of shares of our Common Stock or Preferred Stock in connection with such
potential issuances and such other purposes as our Board of Directors determines.
The increase in the authorized
number of capital stock will permit our Board of Directors to issue additional shares of our Common Stock or Preferred Stock without
further approval of our shareholders, and our Board of Directors does not intend to seek shareholder approval prior to any issuance
of the authorized capital stock unless shareholder approval is required by applicable law or stock market or exchange requirements.
Although from time to time we review various transactions that could result in the issuance of shares of our Common Stock or Preferred
Stock, we have not reviewed any transaction to date.
Possible Anti-Takeover Effects
.
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. The action is not intended to construct or enable any anti-takeover defense or mechanism
on behalf of the Company. The purpose of the increase in authorized capital is to increase the number of shares available for future
issuance while, the increase of our authorized capital stock could, under certain circumstances, have an anti-takeover effect.
For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer of control of the Company
by causing such additional authorized shares to be issued to holders who might side with the Board in opposing a takeover bid that
the Board of Directors determines is not in the best interests of the Company and our shareholders. The increased authorized capital
therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such
unsolicited takeover attempts, the increased capital may limit the opportunity for the Company shareholders to dispose of their
shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The increased
authorized capital may have the effect of permitting the Company’s current management, including the current Board of Directors,
to retain its position, and place it in a better position to resist changes that shareholders may wish to make if they are dissatisfied
with the conduct of the Company’s business. However, the Board of Directors is not aware of any attempt to take control of
the Company and the Board of Directors did not propose the increase in the Company’s authorized capital with the intent that
it be utilized as a type of antitakeover device. The increase in the authorized number of shares of our common stock will permit
our Board to issue additional shares of our common stock without further approval of our shareholders, and our Board does not intend
to seek shareholder approval prior to any issuance of the authorized capital stock unless shareholder approval is required by applicable
law or stock market or exchange requirements.
We do not have in place
provisions which may have an anti-takeover effect. The increase in the authorized number of shares of our Common Stock did not
result from our knowledge of any specific effort to accumulate our securities or to obtain control of us by means of a merger,
tender offer, proxy solicitation in opposition to management or otherwise, and we did not take such action to increase the authorized
shares of our Common Stock to enable us to frustrate any efforts by another party to acquire a controlling interest or to seek
representation on our Board of Directors.
The issuance of additional
shares of our Common Stock may have a dilutive effect on earnings per share and on the equity and voting power of existing security
holders of our Common Stock, and such issuance may not require shareholder approval. It may also adversely affect the market price
of our Common Stock. However, if additional shares are issued in transactions whereby favorable business opportunities are provided
which allow us to pursue our business plans, the market price of our Common Stock may increase.
Di
rector
and Officer Exculpation, Indemnification
Nevada Revised Statutes
(“NRS”) Sections 78.7502 and 78.751 provide the Company with the power to indemnify any of our directors and officers.
The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or
not opposed to our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable
cause to believe his/her conduct was unlawful.
Under NRS Section 78.751,
advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met
the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards.
Pursuant to the Company’s
Articles of Incorporation and bylaws, we may indemnify an officer or director who is made a party to any proceeding, because of
his position as such, to the fullest extent authorized by Nevada Revised Statutes, as the same exists or may hereafter be amended.
In certain cases, we may advance expenses incurred in defending any such proceeding.
To the extent that indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant
to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other
than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful
defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with
the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of that issue.
Anti-Takeover Effects of Provisions of Nevada State Law
We may be or in the future
we may become subject to Nevada's control share law. A corporation is subject to Nevada's control share law if it has more than
200 shareholders, at least 100 of whom are shareholders of record and residents of Nevada, and if the corporation does business
in Nevada or through an affiliated corporation.
The law focuses on the
acquisition of a “controlling interest” which means the ownership of outstanding voting shares is sufficient, but for
the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation
in the election of directors: (1) one-fifth or more but less than one-third, (2) one-third or more but less than a majority, or
(3) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association
with others.
The effect of the control
share law is that the acquiring person, and those acting in association with that person, obtain only such voting rights in the
control shares as are conferred by a resolution of the shareholders of the corporation, approved at a special or annual meeting
of shareholders. The control share law contemplates that voting rights will be considered only once by the other shareholders.
Thus, there is no authority to take away voting rights from the control shares of an acquiring person once those rights have been
approved. If the shareholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do
not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares
themselves do not acquire a controlling interest, their shares do not become governed by the control share law.
If control shares are accorded
full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any shareholder
of record, other than an acquiring person, who has not voted in favor of approval of voting rights, is entitled to demand fair
value for such shareholder's shares.
Nevada's control share
law may have the effect of discouraging corporate takeovers.
In addition to the control
share law, Nevada has a business combination law, which prohibits certain business combinations between Nevada corporations and
"interested shareholders" for three years after the "interested shareholder" first becomes an "interested
shareholder" unless the corporation's board of directors approves the combination in advance. For purposes of Nevada law,
an "interested shareholder" is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or
more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation
and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the
voting power of the then outstanding shares of the corporation. The definition of the term "business combination" is
sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation's assets
to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other
shareholders.
The effect of Nevada's
business combination law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot
obtain the approval of our Board of Directors.
DESCRIPTION OF SECURITIES
Description of Common Stock
Number of Authorized
and Outstanding Shares
. The Company's Articles of Incorporation authorizes the issuance of 750,000,000 shares of Common Stock,
$0.001 par value per share, of which approximately 567,165,736 shares were outstanding and an additional 152,834,264 shares were
reserved for conversion as of March 5, 2012. All of the outstanding shares of Common Stock are fully paid and non-assessable.
Voting Rights
. Holders
of shares of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders.
Accordingly, the holders of in excess of 50% of the aggregate number of shares of Common Stock outstanding will be able to elect
all of the directors of the Company and to approve or disapprove any other matter submitted to a vote of all shareholders. The
holders of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors
out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings,
if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our
Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements,
and other factors.
Other
. Holders of
Common Stock have no cumulative voting rights. Holders of Common Stock have no preemptive rights to purchase the Company's Common
Stock. There are no conversion rights or redemption or sinking fund provisions with respect to the Common Stock.
Transfer Agent.
Shares of Common Stock are registered at the transfer agent and are transferable at such office by the registered holder (or duly
authorized attorney) upon surrender of the Common Stock certificate, properly endorsed. No transfer shall be registered unless
the Company is satisfied that such transfer will not result in a violation of any applicable federal or state security laws. The
Company's transfer agent for its Common Stock is Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver,
Colorado 80209, (303) 282-4800.
Description of Preferred Stock
Number of Authorized
Shares
. The Company's Articles of Incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock, par
value $0.001 per share ("Preferred Stock") in one or more series with such limitations and restrictions as may be determined
in the sole discretion of the Company's Board of Directors, with no further authorization by stockholders required for the creation
and issuance thereof. As of March 5, 2012, there were 2,000,000 shares of Series A Preferred Stock issued and outstanding, 4,500,000
shares of Series B Preferred Stock issued and outstanding, 25,000 shares of Series C Preferred Stock and 4,000,000 shares of Series
D Preferred Stock issued and outstanding
Series A Convertible
Preferred Stock
. Each share of Series A Preferred Stock is convertible into shares of Common Stock at the rate of 10 shares
of common stock for each share of Series A Preferred Stock converted. Each share of Series A Preferred Stock shall be entitled
to 350 votes on all matters which holders of the Registrant’s Common Stock are entitled to vote upon. The Series A Preferred
Stock is not entitled to dividends or a liquidation preference.
Series B Convertible
Preferred Stock
. Each share of Series B Preferred Stock is convertible into shares of Common Stock at the rate of 10 shares
of common stock for each share of Series B Preferred Stock converted. Each share of Series B Preferred Stock shall be entitled
to 400 votes on all matters which holders of the Registrant’s Common Stock are entitled to vote upon. The Series B Preferred
Stock is not be entitled to dividends or a liquidation preference.
Series C Voting rights.
There are no voting rights for the matters which holders of the Registrant’s Common Stock are entitled to vote upon.
Series C Convertible
Preferred Stock
. Each share of Series C Preferred Stock is convertible into shares of Common Stock at the rate of 500 shares
of common stock for each share of Series C Preferred Stock converted plus warrants to purchase 20,000,000 shares of Common Shares
at an exercise price of $0.02 per share of Common Stock, expiring on the third anniversary thereof.
Series D Preferred Stock
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Each share of Series D Preferred Stock shall be entitled to 400 votes on all matters which holders of the Registrant’s Common
Stock are entitled to vote upon. The Series D Preferred Stock is not convertible.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information,
as of March 5, 2012 with respect to any person (including any "group", as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") who is known to the Company to be the beneficial owner
of more than five percent of any class of the Company's voting securities, and as to those shares of the Company's equity securities
beneficially owned by each its directors, the executive officers of the Company and all of its directors and executive officers
of the Company and all of its directors and executive officers as a group. Unless otherwise specified in the table below, such
information, other than information with respect to the directors and officers of the Company, is based on a review of statements
filed, with the Securities and Exchange commission (the "Commission") pursuant to Sections 13 (d), 13 (f), and 13 (g)
of the Exchange Act with respect to the Company's Common Stock.
The table also shows the number of shares beneficially
owned as of March 5, 2012 by each of the individual directors and executive officers and by all directors and executive officers
as a group.
Name and Address (1)
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Beneficial Ownership (2)
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Percentage of Class (3)
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Daniel W. Hollis (4)
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30,000,000
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6.28
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%
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Rauno Perttu (5)
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30,000,000
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6.28
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%
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Lance Rosmarin
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—
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—
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Steven Keaveney
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—
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—
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All Directors and Executive Officers as a Group (2 persons)
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60,000,000
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12.579
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%
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(1)
If no address is given, the named
individual is an executive officer or director of Dutch Gold Resources, Inc. whose business address is 3500 Lenox Road, Suite 1500,
Atlanta, Georgia 30326.
(2)
Shares of common stock that a person
has the right to acquire within 60 days of April 11, 2011 are deemed outstanding for computing the percentage ownership of the
person having the right to acquire such shares, but are not deemed outstanding for computing the percentage ownership of any other
person.
(3)
As of March 8, 2012, there were
approximately 567,165,736 shares of common stock issued and outstanding.
(4) Includes 20,000,000
shares of Common Stock, 1,000,000 shares of Series A Convertible Preferred Stock (“Series A”) which is convertible
into Common Stock at the rate of 10 shares of Common Stock per share of Series A and votes on all matters to which shareholders
of the Corporation are entitled to vote on the basis of 350 votes for each share of Series A and 4,000,000 shares of Series D Preferred
Stock, which is not convertible into shares of Common Stock and votes on all matters to which shareholders of the Corporation are
entitled to vote on the basis of 400 votes for each share of Series D.
(5)
Includes 20,000,000 shares of Common
Stock and 1,000,000 shares of Series A Convertible Preferred Stock (“Series A”) which is convertible into Common Stock
at the rate of 10 shares of Common Stock per share of Series A and votes on all matters to which shareholders of the Corporation
are entitled to vote on the basis of 350 votes for each share of Series A. Pursuant to a loan and security agreement, an unrelated
third-party currently holds voting power over Mr. Perttu’s stock.
Dissenters' Rights
Under the provisions of the Nevada Revised
Statutes, there is no right for the Company’s shareholders to dissent to the Amendment. In addition, the shareholders of
the Company are not entitled to rights of appraisal as a result of the corporate actions. Pursuant to the N.R.S., a stockholder
may not challenge the corporate action unless the corporate action is unlawful or fraudulent.
ANNUAL AND QUARTERLY REPORTS AND
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
The Company is required
to file annual, quarterly and special reports, and other information with the Securities and Exchange Commission (“SEC”).
We are appending to this Information Statement the following documents which have been filed by the Company with the Securities
and Exchange Commission (SEC File Number 333-158203) and contain important information about DLT, the Company and their respective
finances:
• Our Annual Report on Form 10-K for the fiscal year
ended December 31, 2010 as filed with the Commission on April 1, 2011.
• Our Quarterly Reports on Form 10-Q , filed for
the quarters ending March 31, 2011, June 30, 2011 and September 30, 2011 as filed with the Commission on May 16, 2011, August 8,
2011, and November 11, 2011, respectively.
• Our Current Reports on Form 8-K filed
on March 21, 2011, May 4, 2011 and October 5, 2011.
You may read and copy any
document the Company filed at the SEC's public reference rooms at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC
at (202) 942-8088 for more information on the operation of the public reference rooms. Copies of the Company’s SEC filings
are also available to the public from the SEC's web site at www.sec.gov.
EXHIBIT INDEX
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A
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Amended and Restated Articles of Incorporation of Dutch Gold Resources, Inc.
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BY THE ORDER OF THE BOARD OF DIRECTORS
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By:
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/s
/ Daniel W. Hollis
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Name: Daniel W. Hollis
Title: Chief Executive Officer
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exhibit
A
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
DUTCH GOLD RESOURCES, INC.
PURSUANT TO SECTIONS 78.380 AND 78.390 OF
THE NEVADA
REVISED STATUTES
Dutch Gold Resources, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Corporation"),
hereby certifies as follows:
1.
The name of the Corporation is Dutch Gold Resources, Inc., and the original Articles of Incorporation of the Corporation was filed
with the Secretary of State of the State of Nevada on May 14, 2002, as amended on March 28, 2006 by that certain Certificate of
Amendment of Articles of Incorporation, as amended and restated on May 1, 2006 by that certain Certificate of Amendment of Articles
of Incorporation, as amended on December 5, 2006 by that certain Certificate of Amendment of Articles of Incorporation, and as
amended and restated by that Amended and Restated Articles of Incorporation filed on December 18, 2011.
2.
These Amended and Restated Articles of Incorporation, which amend the provisions of the Articles of Incorporation, as heretofore
amended, has been duly adopted by the Board of Directors of the Corporation and by action by written consent of the stockholders
of the Corporation in lieu of a meeting, in accordance with the provisions of Section 78.320 of the Nevada Revised Statutes (“N.R.S.”)
and, upon filing with the Secretary of State of the State of Nevada in accordance with Section 78.320 of the N.R.S., shall thenceforth
supersede the original Articles of Incorporation, as heretofore amended, and shall, as it may thereafter be amended in accordance
with its terms and applicable law, be the Articles of Incorporation of the Corporation.
3.
The text of the Articles of Incorporation, as heretofore amended, is hereby amended and restated in its entirety to read as follows:
ARTICLE I
The name of the corporation (hereinafter referred
to as the ("Corporation") is:
"Dutch Gold Resources, Inc."
ARTICLE II
The address of the Corporation's
registered office in the State of Nevada is 650 Oakmont, Unit 210, Las Vegas 89109.
ARTICLE III
The purpose of the Corporation
shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the Nevada Revised
Statutes (the "N.R.S.").
ARTICLE IV
(a) Authorized Capital Stock. The total number
of shares of stock that the Corporation shall have authority to issue is 2,020,000,000, consisting of (i) 2,000,000,000 shares
of Common Stock, par value $0.001 per share ("Common Stock") and (ii) 20,000,000 shares of Preferred Stock, par value
$0.001 per share ("Preferred Stock").
(b) Preferred Stock.
Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for
the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the N.R.S. (hereinafter, along with
any similar designation relating to any other class of stock that may hereafter be authorized, referred to as a "Preferred
Stock Designation"), to establish from time to time one or more classes of Preferred Stock or one or more series of Preferred
Stock, by fixing and determining the number of shares to be included in each such class or series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.
The authority of the Board of Directors with respect to each series, is hereby expressly vested in it and shall include, without
limiting the generality of the foregoing, determination of the following:
(i) the
designation of such class or series, which may be by distinguishing number, letter or title;
(ii) the
number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred
Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);
(iii) the
amounts payable on, and the preferences, if any, of shares of the series in respect of dividends payable and any other class or
classes of capital stock of the Corporation, and whether such dividends, if any, shall be cumulative or noncumulative;
(iv) dates
on which dividends, if any, shall be payable;
(v) whether
the shares of such class or series shall be subject to redemption by the Corporation, and if made subject to redemption, the redemption
rights and price or prices, if any, for shares of the class or series;
(vi) The
terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;
(vii) the
amounts payable on and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation;
(viii) whether
the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security,
of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security,
the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall
be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;
(ix) Restrictions
on the issuance of shares of the same class or series or of any other class or series;
(x) whether
the holders of the shares of such class or series shall be entitle to vote, as a class, series or otherwise, any and all matters
of the corporation to which holders of Capital Stock are entitled to vote;
(xi)
the restrictions and conditions, if any, upon the issuance or reissuance of any Additional Preferred Stock ranking or a party
with or prior to such shares as to dividends or upon distribution; and
(xii)
any other preferences, limitations or relative rights of shares of such class or series consistent with this Article IV, the
N.R.S. and applicable law.
(c) Common
Stock. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Each share of Common
Stock shall be equal to each other share of Common Stock. Except as may be provided in these Amended and Restated Articles of Incorporation
or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon
all questions presented to the stockholders.
ARTICLE V
The Board of Directors is
hereby authorized to create and issue, whether or not in connection with the issuance and sale of any of stock or other securities
or property of the Corporation, rights entitling the holders thereof to purchase from the Corporation shares of stock or other
securities of the Corporation or any other corporation. The times at which and the terms upon which such rights are to be issued
will be determined by the Board of Directors and set forth in the contracts or instruments that evidence such rights. The authority
of the Board of Directors with respect to such rights shall include, but not be limited to, determination of the following:
(a) The
initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such
rights;
(b) Provisions
relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred,
either together with or separately from, any other stock or other securities of the Corporation;
(c) Provisions
that adjust the number or exercise price of such rights or amount or nature of the stock or other securities or property receivable
upon exercise of such rights in the event of a combination, split or recapitalization of any stock of the Corporation, a change
in ownership of the Corporation's stock or other securities or a reorganization, merger, consolidation, sale of assets or other
occurrence relating to the Corporation or any stock of the Corporation, and provisions restricting the ability of the Corporation
to enter into any such transaction absent an assumption by the other party or parties thereto of the obligations of the Corporation
under such rights;
(d) Provisions
that deny the holder of a specified percentage of the outstanding stock or other securities of the Corporation the right to exercise
such rights and/or cause the rights held by such holder to become void;
(e) Provisions
that permit the Corporation to redeem or exchange such rights; and
(f) The
appointment of a rights agent with respect to such rights.
ARTICLE VI
(a) Each
person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving
or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as a director, officer or
trustee of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executor, administrators
or estate of such person), shall be indemnified by the Corporation, in accordance with the By-laws of the Corporation, to the fullest
extent permitted from time to time by the N.R.S. as the same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect.
(b) The
Corporation may, by action of the Board of Directors or through the adoption of By-laws, provide indemnification to employees and
agents of the Corporation, and to persons serving as employees or agents of another corporation, partnership, joint venture, trust
or other enterprise, at the request of the Corporation, with the same scope and effect as the foregoing indemnification of directors
and officers. The Corporation shall be required to indemnify any person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors or
is a proceeding to enforce such person's claim to indemnification pursuant to the rights granted by these Amended and Restated
Articles of Incorporation or otherwise by the Corporation.
(c) The
right to indemnification conferred in this Article V shall be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation
within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance
or advances from time to time; provided, however, that if the N.R.S. requires, the payment of such expenses incurred by such a
person in his or her capacity as such a director or officer of the Corporation in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under
this Article V or otherwise.
(d) Without
limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person that
provide for indemnification greater or different than that provided in this Article V.
(e) Neither
any amendment or repeal of any Section of this Article VI, nor the adoption of any provision of these Amended and Restated Articles
of Incorporation or the By-laws of the Corporation inconsistent with this Article VI, shall adversely affect any right or protection
of any director, officer, employee or other agent established pursuant to this Article VI existing at the time of such amendment,
repeal or adoption of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Article
VI, for or in respect of any act, omission or other matter occurring, or any action or proceeding accruing or arising (or that,
but for this Article VI, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE VII
(a) The
liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permitted by the N.R.S.,
as now or hereafter in effect. If the N.R.S. is amended to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation shall be eliminated to the fullest extent permitted
by the N.R.S., as so amended.
(b) Neither
any amendment or repeal of any Section of this Article VII, nor the adoption of any provision of these Amended and Restated Articles
of Incorporation or the By-laws of the Corporation inconsistent with this Article VII, shall adversely affect any right or protection
of any director established pursuant to this Article VII existing at the time of such amendment, repeal or adoption of an inconsistent provision, including
without limitation by eliminating or reducing the effect of this Article VII, for or in respect of any act, omission or other matter
occurring, or any action or proceeding accruing or arising (or that, but for this Article VII, would accrue or arise), prior to
such amendment, repeal or adoption of an inconsistent provision.
ARTICLE VIII
Except as may be expressly
provided in these Amended and Restated Articles of Incorporation, the Corporation reserves the right at any time and from time
to time to amend, alter, change or repeal any provision contained in these Amended and Restated Articles of Incorporation or a
Preferred Stock Designation, and any other provisions authorized by the laws of the State of Nevada at the time in force may be
added or inserted, in the manner now or thereafter prescribed herein or by applicable law, and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to these Amended and
Restated Articles of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this
Article VII; provided, however, that any amendment or repeal of Article VI or Article VII of these Amended and Restated Articles
of Incorporation shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring
prior to such amendment or repeal; and provided further that no Preferred Stock Designation shall be amended after the issuance
of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation
and the requirements of applicable law.
IN WITNESS WHEREOF
,
Dutch Gold Resources, Inc. has caused these Amended and Restated Articles of Incorporation to be signed by the undersigned officer,
thereunto duly authorized, this ___ day of ______, 2012.
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DUTCH GOLD RESOURCES, INC.
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By
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/s/
Daniel W. Hollis
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Name: Daniel W. Hollis
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|
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Title: Chief Executive Officer
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