Just a couple OTC crooks hiding in Costa Rica pushing their paper.
ITEM 3.02 Unregistered Sale of Equity Securities
On April, 19th 2016, Elray Resources, Inc. (the "Company") and its Board of Director approved the issuance of shares of the Company's common stock in lieu of cash for salary and bonus ( the "Shares").
The material items are summarized below.
Payment in Shares in lieu of Cash.
Mr. Anthony Brian Goodman is employed as the Company's Chief Executive Officer under the terms of an Employment Agreement dated July 1, 2012 between the Company and Mr. Goodman.
Mr. Goodman owed a total of $723,721 for employment that took place between July 15, 2012 and December 31, 2015.
Mr. Goodman has elected to receive the Shares in lieu of cash and has submitted a Notice of Conversion requesting payment of $90,000 in Shares in lieu of cash salary. The request represents a portion of Mr. Goodman's salary and equates to 233,333,334 Shares of common stock at the price of $0.000385714. The Company based the price on the average of the share closing price for the last 7 days of trading prior to the conversion notice, as per the terms of Mr Goodman's Employment Agreement.
The issuance of Shares to Mr. Goodman was in excess of 5% of the issued and outstanding stock and reported pursuant to the requirement of Section 12 of the Security and Exchange Act of 1934.
The Company issued the securities to Mr. Goodman as a "non-U.S. person" (as that term is defined in Regulation S of the Securities Act of 1933 , as amended ) in an offshore transaction in which it relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933 , as amended (the "Act"), as the conditions of Regulation S were met, including but not limited to the following conditions:
·
The party receiving shares is a resident and citizen of Australia and was in Australia at the time of the sale of the shares;
·
The party receiving shares agreed to resell the shares only in accordance with Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration; and
·
The certificate representing the shares sold contain a legend that transfer of the shares is prohibited except in accordance with the provisions of Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration and the hold may engage in hedging transactions with regards to the Company's common stock unless in compliance with the Act.
