SIERRA RESOURCE GROUP INC FORM DEF 14C (Information Statement - All Other (definitive)) Filed 12/27/12 for the Period Ending 12/26/12
SIERRA RESOURCE GROUP, INC. 9550 S. Eastern Avenue, Suite 253 Las Vegas, Nevada 89123 DEFINITIVE INFORMATION STATEMENT December 26, 2012
Enclosed please find an Information Statement providing information to you regarding actions taken by our Board of Directors and by stockholders holding more than a majority of our voting power to authorize an amendment to our Articles of Incorporation increasing the shares of authorized common stock, par value $0.001 per share, from 460,000,000 to 990,000,000, consisting of:
a. 970,000,000 shares of Class A common stock b. 10,000,000 shares of Class B common stock, and c. 10,000,000 shares of preferred stock.
These actions were approved by our Board of Directors and by approximately 51.60% of the outstanding shares of our Company entitled to vote, constituting the majority voting power necessary to approve these actions on September 7, 2012.
Nevada law and our Bylaws permit holders of a majority of the voting power to take stockholder action by majority written consent in lieu of a meeting of stockholders. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the proposed corporate actions as quickly as possible, we have proceeded with the corporate actions by obtaining a written consent to action from stockholders holding a majority of the voting power of the Company. Accordingly, we will not hold a meeting of our stockholders to consider or vote upon the foregoing actions as described in this Information Statement.
Your vote is not required to approve any of these actions, and the enclosed Information Statement is not a request for your vote or a proxy. We encourage you to read the attached Information Statement carefully, including the exhibits, for further information regarding these corporate actions which are going to be implemented by the Company. The accompanying Information Statement is furnished only to inform stockholders of the actions taken by written consent described above before they take effect in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, which actions will be deemed ratified and effective at a date that is at least twenty (20) days after the date this Information Statement has been mailed or furnished to our stockholders.
This Information Statement is first being mailed on or about December 27, 2012 to all stockholders of record as of September 20, 2012 and we anticipate the effective date of the amendment to our Articles of Incorporation to be January 16, 2013, or as soon thereafter as practicable in accordance with applicable law. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Background
At the meeting of December 28, 2011, all then board members, Timothy Benjamin, Ricardo Cordon, Luis Munoz, and Michel Rowland, were present. The Company’s dire financial situation was discussed. At the time, the Company had negligible cash on hand and many overdue bills, including respecting the mine property that is the Company’s principal asset. Our Board of Directors reviewed the Company’s funding needs, and concluded that continued working capital from Asher was the only alternative. Board members detailed personal efforts each had made to secure short term funding, all unsuccessful to that point. Since all possible options had been explored with no success, our Board members considered how to move the Company forward by increasing the amount of authorized shares of the Company’s Class A Common Stock in order to facilitate further funding from Asher. The increase of the Company’s authorized shares was required both for compliance with the Company’s then current contractual obligations to Asher and for additional short term funding from Asher. The Board members also discussed how to accomplish an increase in the authorized shares, by calling a special shareholders’ meeting and submitting a proposal to a shareholder vote. The Board was advised that it would take approximately 60 days to complete. The board recognized that given the current active funding discussions and pending site visits by engineers preparing the Company’s Mining Plan of Operation and other permitting documentation, the Company did not have the time for a special shareholder meeting and vote. In light of the severe negative consequences to the Company of not complying with the funding requirement of increasing the authorized shares, the Board discussed the option of creating a series of preferred shares which would give a limited number of individuals the voting powers to execute a shareholder written consent in order to execute the needed increase in the amount of authorized Class A common shares, as well as any other decisions requiring shareholder approval necessary to execute both short term financing as well as long term financing that has been approved by the board.
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