Proxy Statement filed https://ih.advfn.com/stock-market/USOTC/cleanspark-inc-CLSK/stock-news/80215932/proxy-statement-other-information-preliminary-pr
70 North Main Street, Ste. 105
Bountiful, Utah 84010
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
TO THE STOCKHOLDERS OF CLEANSPARK, INC.:
NOTICE IS HEREBY GIVEN that, on June 24, 2019, the holders of more than a majority of the voting power of CleanSpark, Inc., a Nevada corporation (“CleanSpark,” the “Company,” “we” or “us”), approved the following actions without a meeting of stockholders in accordance with the Nevada Revised Statutes:
· An amendment to our Articles of Incorporation, as amended, to effect an increase in our authorized shares of common stock from 100,000,000 to 200,000,000; and
· An offering of the following securities and related definitive agreements (the “Financing Transaction”) as follows:
o a 7.5% Senior Secured Redeemable Convertible Promissory Note of the Corporation to An otherwise unaffiliated investor, in the aggregate principal amount of $10,750,000 (the “Debenture”);
o three year, cash-only warrants to purchase 2,300,000 shares of common stock, with an exercise price of $3.50 per share with respect to 2,000,000 warrant shares, $4.00 with respect to 100,000 warrant shares, $5.00 with respect to 100,000 warrant shares, $7.50 with respect to 50,000 warrant shares and $10.00 with respect to 50,000 warrant shares (the “Warrants”);
o 1,250,000 shares of common stock (the “Common Stock”); and
o 2,150 shares of Series B Preferred Stock (the “Preferred Stock”).
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
No action is required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the actions will not be adopted until a date at least twenty (20) days after the date the definitive Information Statement has been mailed to our stockholders. This Information Statement is first mailed to you on or about _______, 2019. We anticipate that the actions contemplated herein will be effected on or about the close of business on _________, 2019.
The accompanying Information Statement is being provided to you for informational purposes only to comply with requirements of the Exchange Act, and constitutes the notice of corporate action without a meeting by less than unanimous consent of the Company’s stockholders. You are urged to read the Information Statement carefully in its entirety. However, no action is required on your part in connection with the authorized share increase discussed above, since no meeting of the Company’s stockholders will be held or proxies or consents solicited from the Company’s stockholders in connection with these matters because the requisite approval of the authorized share increase has been secured by means of the written consent of the holders of a majority of the voting power of the Company.
This Information Statement is first being sent on or about _______, 2019 to the Company’s stockholders.
We have asked or will ask brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons
By Order of the Board of Directors,
/s/ S. Matthew Schultz
S. Matthew Schultz
Chief Executive Officer