Life Clips Inc (fka LCLP)

[Dolly Llama]

Proxy Statement - Other Information (Preliminary) (pre 14c)

The company will increase the AS from 300,000,000 to 800,000,000 shares. The OS as of 6/5/17 was 140,748,371 shares of common stock issued and outstanding.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12118754

BACKGROUND AND PURPOSE OF THE AMENDMENT
 
General
 
 
Reasons for Proposed Amendment
 

Our Board of Directors’ primary reason for approving and recommending the Authorized Share Increase is to provide additional shares for issuance by the Company to enable the Company to raise additional capital, to complete acquisitions using the Company’s shares for consideration, and to ensure that the Company is in compliance with various loans, warrants and other agreements of the Company which are convertible into shares of Common Stock, wherein the Company covenanted to maintain adequate authorized but unissued shares of Common Stock to enable such conversions. The Company does not currently have any definitive plans, arrangements, understandings or agreements regarding the issuance of the additional shares of common stock that will result from our adoption of the Amendment, other than to retain such shares for issuance upon conversion of certain debt obligations of the Company. Except as otherwise required by law, the newly authorized shares of common stock will be available for issuance at the discretion of our Board of Directors (without further action by the stockholders) for various future corporate needs, including those outlined above). While adoption of the Amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, any future issuance of additional authorized shares of our common stock may, among other things, dilute the earnings per share of our common stock and the equity and voting rights of those holding common stock at the time the additional shares are issued.

 
We believe that the Authorized Share Increase will make our Common Stock more attractive to a broader range of institutional and other investors. However, other factors, such as our financial results, general market conditions and the market perception of our company, may adversely affect the market price of our Common Stock. As a result, there can be no assurance that the Authorized Share Increase, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Authorized Share Increase or that the market price of our Common Stock will not decrease in the future. Accordingly, the total market capitalization of our Common Stock after the Authorized Share Increase may be lower than the total market capitalization before the Authorized Share Increase.