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Tuesday, 12/15/2015 1:43:11 PM

Tuesday, December 15, 2015 1:43:11 PM

Post# of 8633
MYNG .0062 - R/S coming....



GOLDEN EAGLE INTERNATIONAL, INC.
4628 S. Broadway
Englewood, CO 80113
(720) 600-9098

NOTICE OF SPECIAL MEETINGS OF STOCKHOLDERS
TO BE HELD
____________

To the Stockholders:

Notice is hereby given that a special meeting of the stockholders (the “Meeting”) of Golden Eagle International, Inc. (the “Company”) will be held at the offices of the Company, located at 4628 S. Broadway, Englewood, CO 80113 on __________, at ________ (Mountain Time), for the following purposes:



?

to approve the sale of substantially all of the Company’s assets;



?

to approve the cancellation of the Company’s Series A, C and D preferred shares;



?

to approve an amendment to the Series B preferred shares such that each Series B preferred share will be entitled to one vote per share on any matter submitted to the Company’s shareholders;



?

to approve a 500-for-1 reverse split of the Company’s common stock; and



?

to transact such other business as may properly come before the Meeting.

_____________ is the record date for the determination of stockholders entitled to notice of and to vote at the Meetings (the “Record Date”). Holders of the Company’s common stock and Series B preferred stock are entitled to vote at the Special Meeting of shareholders.

Shareholders of the Company owning a majority of the Company’s outstanding common stock (two persons), as well as Gulf Coast Capital, LLC, which owns a majority of the Company’s outstanding Series B preferred shares, intend to vote in favor of all proposals to come before the meeting.



GOLDEN EAGLE INTERNATIONAL, INC.

_______________, 2015

Mark Bogani

Chief Executive Officer



PLEASE INDICATE YOUR VOTING INSTRUCTIONS
ON THE ATTACHED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION,
PLEASE VOTE PROMPTLY.




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