You are cordially invited to attend the Annual Meeting of Stockholders of Pacific Gold Corp., a Nevada corporation (the “Company”). The meeting will be held at [__________], Las Vegas, Nevada [_____] on Monday, June 24, 2013 at 11:00 a.m., local time, for the following purposes:
1. To elect two directors to serve for the ensuing year and until their successors are elected.
2. To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 3,000,000,000 to 10,000,000,000, subject to the Board of Directors’ authority to abandon such amendment.
3. To approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of our Common Stock at a specific ratio within a range from 1-for-50 to 1-for-200 and to grant authorization to the Board of Directors to determine, at its discretion, the timing and the specific ratio of the reverse stock split, subject to the Board of Directors’ authority to abandon such amendment.
4. To consider and vote upon a proposal to approve the Company’s 2013 Equity Performance Plan.
5. To consider and cast an advisory vote on a non-binding resolution to approve the compensation of our executive officers disclosed in this Proxy Statement.
6. To consider and cast an advisory vote upon a non-binding resolution to determine the frequency of an advisory vote on executive compensation.
7. To ratify the appointment of Silberstein Ungar, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
8. To conduct any other business properly brought before the meeting.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Annual Meeting is May 31, 2013. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
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