FormCap Corp (FRMC)

[TESLA777]

No it is a 10:1 R/S, I dont like that one guy owns half the company in common shares though,it looks like they will R/S around July 12 or so, right around the time that drilling is going to start...thats not good, this got riskier as an investment real quick...all IMHO

VOTE REQUIRED TO APPROVE THE AMENDMENT

As of the Record Date, there were 102,238,236 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote. For the approval of the Reverse Split, the affirmative vote of a majority of the shares of Common Stock outstanding and entitled to vote at the Record Date, or 51,221,357 shares, was required for approval.

CONSENTING STOCKHOLDERS

On May 26, 2014, the Board unanimously adopted resolutions declaring the advisability of, and recommending that stockholders approve, the Reverse Split of the issued and outstanding shares of Formcap Common Stock. In connection with the adoption of this resolution, the Board elected to seek the written consent of the holders of a majority of the Company’s issued and outstanding shares of Common Stock in order to reduce the costs and implement the proposals in a timely manner.

On May 23, 2014, the following Consenting Stockholders, who collectively own 50,425,260 shares of the Company’s issued and outstanding Common Stock (approximately 51.26%), consented in writing to the proposed Reverse Split:

Norman Mackenzie 220,000 shares representing approximately 2.15 %
Graham Douglas 50,205,260 shares representing approximately 49.11 %


Under Section 14(c) of the Exchange Act, the transactions cannot become effective until the expiration of the 40-day Period.

The Company is not seeking written consent from any of our other stockholders, and stockholders other than the Consenting Stockholders will not be given an opportunity to vote with respect to the Reverse Split

APPROVAL EFFECTING A 1-FOR-10 SHARE REVERSE SPLIT OF OUR OUTSTANDING COMMON STOCK

General

Our Board has unanimously approved a proposal to effect a one-for-ten reverse stock split of the Company's outstanding Common Stock. The Consenting Stockholders have also approved this Reverse Split.

The corporate action provides for the combination of our presently issued and outstanding shares of Common Stock into a smaller number of shares of identical Common Stock. This is known as a "reverse stock split." Under the proposal, each fifty shares of our presently issued and outstanding Common Stock as of the close of business on the effective date of the approved director’s resolution will be converted automatically into one share of our post-reverse stock split Common Stock. Fractional shares and "odd lots" of less than 100 shares of Common Stock will not be issued. Instead, we will issue one hundred full shares of our post-reverse stock split Common Stock to any stockholder who would have been entitled to receive a fractional share or an "odd lot" of less than 100 shares of Common Stock as a result of the reverse stock split.

Each stockholder will hold the same percentage of our outstanding Common Stock immediately following the reverse stock split as he or she did immediately prior to the reverse stock split, except for adjustments required due to the treatment of fractional shares and "odd lots" of less than 100 shares. The Reverse Split does not change the number of authorized shares of Common Stock.