Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 27, 2019 (the “Record Date”), the Board of Directors (the “Board”) of Oroplata Resources, Inc. (the “Company”) approved the following corporate actions (the “Corporate Actions”):
(1)
The authorization of 25,000,000 shares of Preferred Stock (the “Preferred Stock Authorization”);
(2)
That the Board be authorized prior to December 31, 2019 to implement, according to the Board’s discretion, a reverse stock split of the Company’s common stock, $0.001 par value per share, at a ratio of not more than 1:25 (the “Reverse Stock Split’);
(3)
A name change from Oroplata Resources, Inc. to American Battery Metals Corporation (the “Name Change”).
The Corporate Actions were approved by stockholders holding 56.97% of the outstanding shares of the Company as of the Record Date in accordance with Section 78.320 of the Nevada Revised Statutes.
In accordance with Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will file a definitive Information Statement on Schedule 14C (the “Information Statement”) and will deliver a copy of the Information Statement to our stockholders as of the Record Date. The Name Change and Preferred Stock Authorization will not become effective until at least 20 calendar days after the first date of the delivery of the Information Statement. The Reverse Stock Split shall not become effective unless approved by the Board prior to December 31, 2019.
In addition, we will, prior to their effectiveness, notify the Financial Regulatory Authority, Inc. (“FINRA”) of these proposed Corporate Actions, as required by Rule 10b-17 under the Exchange Act and the rules and procedures of FINRA.
Promptly following the expiration of the 20-calendar day period referenced above and, subject to FINRA completion of its review, we intend to file a Certificate of Amendment with the Secretary of State of the State of Nevada with Amended and Restated Articles of Incorporation reflecting the Preferred Stock Authorization and Name Change.