Information Statement - All Other (definitive) (def 14c)
April 09 2018 - 3:32PM
Edgar (US Regulatory)
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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)2))
[X] Definitive Information Statement
LITHIUM EXPLORATION GROUP,
INC.
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
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[X]
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No fee required
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Fee computed on table below per
Exchange Act Rules 14c-5(g) and 0-11
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Title of each class of securities to which transaction
applies:
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Aggregate number of securities to which transaction
applies:
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Per unit price or other underlying value of transaction,
computed pursuant to Exchange Act Rule O- 11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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Proposed maximum aggregate value of
transaction:
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Total fee paid:
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Fee paid previously with
preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act Rule O-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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Amount Previously Paid:
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Form Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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SCHEDULE 14C INFORMATION STATEMENT
Pursuant to
Regulation 14C of the Securities Exchange Act of 1934 as amended
LITHIUM EXPLORATION GROUP, INC.
4635 South Lakeshore
Drive, Suite 200
Tempe, Arizona
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the Board of
Directors of Lithium Exploration Group, Inc., a Nevada corporation (“we”, “our”,
“us”, the “corporation"), to the holders of record at the close of business on
the record date, March 2, 2018 of our outstanding common stock, $0.001 par value
per share, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act
of 1934, as amended. This Information Statement is being furnished to such
stockholders for the purpose of informing the stockholders in regards to:
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an amendment (the “
Amendment
”) to our Articles of Incorporation to
increase the authorized number of shares of our common stock from 50,000,000
shares of common stock, par value $0.001 to 750,000,000 shares of common
stock, par value of $0.001 per share; and
Our Board of Directors (sole director) approved the Amendment
on February 2, 2018.
On March 2, 2018, subsequent to the approval by our Board of
Directors of the Amendment, the holder of 350,000 shares of our Series C
Preferred Stock gave us written consent for the Amendment. The Series C
Preferred shares carry 100 for 1 voting rights together with the holders of our
common shares.
Following the expiration of the twenty-day (20) period mandated
by Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, our
corporation will file a Certificate of Amendment to amend our Articles of
Incorporation to give effect to the Amendment. We will not file the Certificate
of Amendment to our Articles of Incorporation until at least twenty (20) days
after the filing and mailing of this Information Statement. The proposed
Certificate of Amendment to our Articles of Incorporation is attached hereto as
Schedule A. The Certificate of Amendment will become effective when it is filed
with the Nevada Secretary of State. We anticipate that such filing will occur
twenty (20) days after this Information Statement is first mailed to our
shareholders.
Although stockholders have approved the Amendment, we may
abandon or delay the Amendment if our Board of Directors determines that it is
no longer in the best interests of our corporation or our stockholders. If the
Amendment is not implemented by our Board of Directors by March 21, 2019, the
proposal will be deemed abandoned, without further effect. In that case, our
Board of Directors may again seek stockholder approval at a future date if it
deems an increase of authorized capital to be advisable at that time.
If our Board of Directors decides to implement the Amendment,
it will become effective upon approval of The Financial Industry Regulatory
Authority ("
FINRA
").
Record Date and Expenses
The entire cost of furnishing this Information Statement will
be borne by our corporation. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information
Statement to the beneficial owners of our common stock held of record by
them.
Our Board of Directors has fixed the close of business on March
2, 2018 as the record date for the determination of shareholders who are
entitled to receive this Information Statement. There were 33,609,457 shares of
our common stock and 350,000 shares of Series “C” Preferred Stock issued and
outstanding on March 2, 2018. We anticipate that a definitive copy of this
Information Statement will be mailed on or about April 30, 2018 to all
shareholders of record as of the record date.
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PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY
STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE
AMENDMENT TO OUR ARTICLES OF INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR
SHARES.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS
TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement,
since July 1, 2016, being the commencement of our last financial year, none of
the following persons has any substantial interest, direct or indirect, by
security holdings or otherwise in any matter to be acted upon:
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1.
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any director or officer of our corporation;
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any proposed nominee for election as a director of our
corporation; and
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any associate or affiliate of any of the foregoing
persons.
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The shareholdings of our directors and officers are listed
below in the section entitled "Principal Shareholders and Security Ownership of
Management". To our knowledge, no director has advised that he intends to oppose
the Amendment, as more particularly described herein.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF
MANAGEMENT
As of March 2, 2018, we had a total of 33,609,457shares of
common stock ($0.001 par value per share) and 350,000shares of Series “C”
Preferred Stock issued and outstanding.
The following table sets forth, as of March 2, 2018, certain
information with respect to the beneficial ownership of our voting securities by
each stockholder known by us to be the beneficial owner of more than 5% of our
voting securities and by each of our current directors and executive officers.
Each person has sole voting and investment power with respect to voting
securities, except as otherwise indicated. Beneficial ownership consists of a
direct interest in the voting securities, except as otherwise indicated.
Name and Address of Beneficial
Owner
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Amount and Nature of
Beneficial
Ownership
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Percentage
of
Class
(1)
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Alexander Walsh (President, Chief Executive
Officer, Director)
320 E. Fairmont Dr.
Tempe AZ 85282
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None
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(2)
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All Directors and Executive Officers as
a Group
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None
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(2)
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JDF Capital Inc.(3)
74 West
George Street
Freehold NJ 07728
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350,000 Shares of Series “C”
Preferred
Stock
(4)
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51.01%
(5)
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Other Shareholders
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51.01%
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(1)
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Based on 33,609,457shares of common stock issued and
outstanding as of March 2, 2018. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting and
investment power with respect to securities. Except as otherwise
indicated, we believe that the beneficial owners of the common stock
listed above, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to
community property laws where applicable.
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(2)
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Less than 1%.
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(3)
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John Fierro has voting and dispositive control over
securities held by JDF Capital Inc.
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(4)
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Each share of Series “C” Preferred Stock carries 100 for
1 voting rights with the common shares of the Company.
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(5)
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Percentage based on combined voting power of issued and
outstanding shares of common stock and Series “A” Preferred Stock, being
68,609,457 votes in the aggregate.
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INCREASE OF AUTHORIZED CAPITAL
Action and Effect
Our Board of Directors (sole director) approved the Amendment
to increase our authorized capital so that we will have a sufficient number of
common shares available to fulfill our contractual obligations in relation to
outstanding convertible promissory notes and stock purchase warrants issued by
our corporation, and to accommodate any future equity financings which we may
undertake.
Subsequent to our Board of Directors' approval of the
Amendment, the holder of the majority of the outstanding voting shares of our
corporation entitled to vote gave us their written consent to the Amendment on
March 2, 2018. Therefore, following the expiration of the twenty-day (20) period
mandated by Rule 14c and the provisions of Chapter 78 of the Nevada Revised
Statutes, our corporation will file a Certificate of Amendment to amend our
Articles of Incorporation to give effect to the Amendment. We will not file the
Certificate of Amendment to our Articles of Incorporation until at least twenty
(20) days after the filing and mailing of this Information Statement.
The proposed Certificate of Amendment to our Articles of
Incorporation is attached hereto as Schedule A. The Certificate of Amendment
will become effective when it is filed with the Nevada Secretary of State. We
anticipate that such filing will occur twenty (20) days after this Information
Statement is first mailed to our shareholders.
DISSENTERS RIGHTS
Under the General Corporation Law of the State of Nevada,
shareholders of our common stock are not entitled to dissenter's rights of
appraisal with respect to our proposed Amendment.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the
Exchange Act, and in accordance therewith file reports, proxy statements and
other information including annual and quarterly reports on Form 10-K and 10-Q
with the Securities and Exchange Commission (the “Commission”). Reports and
other information filed by us can be inspected and copied at the public
reference facilities maintained at the Commission at 100 F Street NW,
Washington, D.C. 20549. Copies of such material can also be obtained upon
written request addressed to the Commission, Public Reference Section, 100 F
Street NW, Washington D.C. 20549, at prescribed rates. The Commission maintains
a website on the Internet (http://www.sec.gov) that contains the filings of
issuers that file electronically with the Commission through the EDGAR system.
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, Lithium Exploration Group, Inc. has duly caused this report to be signed
by the undersigned hereunto authorized.
April 9, 2018
LITHIUM EXPLORATION GROUP, INC.
By:
/s/ Alexander Walsh
Alexander Walsh
President, Chief Executive Officer and
Director
