THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF BRAZIL MINERALS, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Brazil Minerals, Inc.
Rua Vereador João Alves Praes nº 95-A
Olhos D'Água, MG 39398-000, Brazil
INFORMATION STATEMENT
October 6, 2017
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Brazil Minerals, Inc.:
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the "
Exchange Act
"), to the holders (the "
Stockholders
") of common stock, par value $0.001 per share (the "
Common Stock
"), of Brazil Minerals, Inc., a Nevada corporation (the "
Company
"), to notify the Stockholders that, on September 20, 2017, the Company received approval from the Board of Directors of the Company (the "
Board
") and, on September 22, 2017, a written consent in lieu of a meeting (the "
Written Consent
") from a certain holder (the "
Majority Stockholder
") of Series A Preferred Stock, par value $0.001 per share ("
Series A Stock
"). The Majority Stockholder beneficially owns one share of Preferred Stock, which has 51% of the voting power with respect to the approval by stockholders of an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of Common Stock from one hundred million (100,000,000) to two hundred fifty million (250,000,000) (the "
Authorized Increase
").
On September 20, 2017, the Board approved this action and recommended to the Majority Stockholder that he approve them. On September 22, 2017, the Majority Stockholder approved the Authorized Increase by written consent in lieu of a meeting in accordance with the Nevada Revised Statutes ("
NRS
"). Accordingly, your consent is not required and is not being solicited in connection with the approval of the Authorized Increase.
We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about October 6, 2017.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
INTRODUCTION
Section 78.320 of the NRS provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders' meeting convened for the specific purpose of such action. The NRS, however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the company.
In accordance with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or around October 6, 2017. This Information Statement contains a brief summary of the material aspects of the Authorized Increase approved by the Board of Brazil Minerals, Inc. (the "
Company
," "
we
," "
our
," or "
us
") and the Majority Stockholder who holds a majority of the voting capital stock of the Company.
Voting Stock
As of September 8, 2017, there were issued and outstanding
85,499,330
shares of Common Stock, and one share of Series A Stock ("Series A Stock"). The one share of Series A Stock entitles the holder to 51% of the total voting power on all matters. Pursuant to Section 78.320 of the NRS, at least a majority of the voting equity of the Company is required to approve the Authorized Increase by written consent. The Majority Stockholder has voted his one share of Series A Stock in favor of the Authorized Increase, thereby satisfying the requirement under Section 78.320 of the NRS that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the name of the Majority Stockholder, the number of shares of Common Stock and Series A Stock held and voted by the Majority Stockholder in favor of the Authorized Increase, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
Name of
Majority Stockholder
|
|
|
Number of Shares of
Voting Stock
Voted by Majority Stockholder
|
|
|
|
|
|
|
Percentage of the Voting Equity
that Voted in Favor of
the Authorized Increase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc Fogassa
|
|
|
0 shares of Common Stock and 1 Share of Series A Stock
|
|
|
|
|
|
|
51%
|
|
ACTION TO BE TAKEN
The Authorized Increase will become effective only on such date in which we file a Certificate of Amendment to the Company's Articles of Incorporation, as amended (the "
Amendment
"), with the State of Nevada.
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The number of authorized shares of our Common Stock will be increased from one hundred million (100,000,000) shares to two hundred fifty million (250,000,000) shares. The Board of Directors believes that the Authorized Increase is necessary and advisable
so that the Company shall have sufficient number of authorized and unissued and unreserved shares to issue as needed.
The Authorized Increase will not have any immediate effect on the rights of existing stockholders, but may have a dilutive effect on our existing stockholders if additional shares are issued. We are not increasing our authorized shares of Common Stock to construct or enable any anti-takeover defense or mechanism on behalf of the Company.