Gold River Productions Inc (GRPS)

[MiltonTonic]

Our existing stockholders may experience significant dilution from the sale of our common stock pursuant to the GHS Equity Financing Agreement.

The sale of our common stock to GHS in accordance with the EFA may have a dilutive impact on our shareholders. As a result, the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise Puts, the more shares of our common stock we will have to issue to GHS in order to exercise a Put under the EFA. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

The perceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.

On March 31, 2022 the Company was in default on the farm property note for the $4,732,994 due to failure to remit timely monthly payments.
As of March 31, 2023, shareholders have loaned the Company approximately $1,555,416 which accrues interest at 12% per annual and are due December 31, 2023.
effective April 1, 2023, Mr. Thomas will receive an annual base salary of $169,000 for his service as Chief Executive Officer;
· Mr. Thomas will be eligible to receive incentive compensation of up to $41,000 in the form of cash and stock, at Mr. Thomas’ election; and
· Mr. Thomas is eligible to receive employment benefits as generally provided by our policies and benefit plans for employees.

Summary Compensation for Directors

Effective June 12, our board of directors approved the following compensation for non-management directors:
· annual retainer of $43,000 for board membership, inclusive of all Board meeting and committee meeting attendance fees;
· annual retainer for service on the Audit Committee of $10,000;
· annual retainer for service as the Chairperson of any committee established by the board, other than the Audit Committee, of $5,000; and
· reimbursement for reasonable out-of-pocket expenses actually incurred in connection with participation and/or attendance of board and committee meetings.
https://capedge.com/filing/1990446/0001683168-23-005880/S1#k_011