INFORMATION
STATEMENT PURSUANT TO
SECTION
14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
Check the
appropriate box:
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x
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Preliminary
Information Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
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Definitive
Information Statement
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AFFINITY
GOLD CORP.
(Name of
Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
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o
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:________.
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(2)
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Aggregate
number of securities to which transaction
applies:________.
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was
determined):______
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(4)
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Proposed
maximum aggregate value of
transaction:_____.
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(5)
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Total
fee paid:_____.
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o
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number
or the Form or Schedule and the date of its
filing.
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(1)
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Amount
previously paid:______
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(2)
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Form,
Schedule or Registration Statement
No.:______.
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(3)
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Filing
Party: _________
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(4)
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Date
Filed: __________
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AFFINITY
GOLD CORP.
7950
Main Street, Suite #217
Maple
Grove, MN 55369
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement is first being mailed on or about July 13, 2009, to the
holders of record (the “
Shareholders
”)
of the outstanding common stock, $0.001 par value per share (the “
Common
Stock
”) of
Affinity Gold
Corp
., a Nevada corporation (the “
Company
”),
as of the close of business on June 12, 2009 (the “
Record
Date
”), pursuant to Rule 14c-2 promulgated under the Securities Exchange
Act of 1934, as amended (the “
Exchange
Act
”). This Information Statement relates to a written consent
without a meeting, dated June 19, 2009, (the “
Written
Consent
”) of Shareholders of the Company owning at least a majority of
the outstanding shares of Common Stock of the Company as of the Record Date (the
“
Majority
Shareholders
”).
The
Written Consent authorized an amended Articles of Incorporation (the “
Amended
Articles
”) to effect and implement a reduction in the authorized share
capital of the Company from 2,700,000,000 shares of Common Stock and 10,000,000
shares of preferred stock $0.001 par value (the “
Preferred
Stock
”) to 250,000,000 shares of Common Stock and 10,000,000 shares of
Preferred Stock. A copy of the Amended Articles is attached to this
Information Statement as
Appendix
A
.
The
Written Consent constitutes the consent of a majority of the total number of
shares of outstanding Common Stock, and is sufficient under Chapter 78 of the
Nevada Revised Statutes and the Company’s Bylaws to approve the Amended
Articles. Accordingly, the Amended Articles are not presently being
submitted to the Company’s other Shareholders for a vote. The action
by Written Consent will become effective when the Company files the Amended
Articles with the Nevada Secretary of State (the “
Effective
Date
”). We expect the Effective Date to be on or about the
twentieth day following the mailing of this information statement to our
stockholders.
This is
not a notice of a meeting of Shareholders and no Shareholders meeting will be
held to consider the matters described herein. This Information
Statement is being furnished to you solely for the purpose of informing
Shareholders of the matters described herein pursuant to Section 14(c) of the
Exchange Act and the regulations promulgated thereunder, including Regulation
14C. Except as otherwise indicated by the context, references in this
information statement to “Company,” “we,” “us,” or “our” are references to
Affinity Gold Corp.
By Order
of the Board of Directors,
/s/ Antonio
Rotundo
Antonio
Rotundo
President,
Chief Executive Officer,
Chief
Financial Officer & Director
GENERAL
INFORMATION
This
Information Statement is first being mailed on or about July 13, 2009, to
Shareholders of the Company by the board of directors (the “
Board of
Directors
”) to provide material information regarding corporate actions
that have been approved by the Written Consent of the Majority
Shareholders.
Only one
Information Statement is being delivered to two or more Shareholders who share
an address unless we have received contrary instruction from one or more of such
Shareholders. We will promptly deliver, upon written or oral request,
a separate copy of the Information Statement to a security holder at a shared
address to which a single copy of the document was delivered. If you
would like to request additional copies of the Information Statement, or if in
the future you would like to receive multiple copies of information statements
or proxy statements, or annual reports, or, if you are currently receiving
multiple copies of these documents and would, in the future, like to receive
only a single copy, please so instruct us by writing to the corporate secretary
at the Company’s executive offices at the address specified above.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOUR ARE REQUESTED NOT TO SEND US A
PROXY.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR PROXY, BUT RATHER AN
INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR ARTICLES OF
INCORPORATION TO EFFECTUATE THE REDUCTION IN OUR AUTHORIZED SHARE
CAPITAL.
The
entire cost of furnishing this Information Statement will be borne by the
Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them.
AUTHORIZATION
BY THE BOARD OF DIRECTORS AND THE MAJORITY SHAREHOLDERS
Under the
Nevada Revised Statutes and the Company’s Bylaws, any action that can be taken
at an annual or special meeting of shareholders may be taken without a meeting,
without prior notice and without a vote, if the holders of outstanding stock
having not less than the minimum number of votes that will be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted consent to such action in writing. Pursuant
to the Nevada Revised Statutes, the approval of the Amended Articles requires
the affirmative vote or written consent of at least a majority of the issued and
outstanding shares of Common Stock.
On June
12, 2009, our Board of Directors unanimously adopted resolutions approving the
Amended Articles and recommended that the Shareholders approve the Amended
Articles as set forth in
Appendix
A
. In connection with the adoption of these resolutions, the
Board of Directors elected to seek the written consent of the holders of at
least a majority of our outstanding shares in order to reduce associated costs
and implement the proposals in a timely manner.
On the
Record Date, the Company had 65,545,875 shares of Common Stock issued and
outstanding with the holders thereof being entitled to cast one vote per
share. Except for the shares of Common Stock, no other class of
voting securities were outstanding as at the Record Date. The written consent of
ten (10) or less shareholders of the Company holding at least 32,772,938 shares
of Common Stock was necessary to approve the Amended Articles. The
approval of the Majority Shareholders holding in the aggregate 34,800,000 shares
of Common Stock was obtained on June 19, 2009, by written consent.
The Amended Articles contain provisions
that effectuate the reduction in the authorized share capital of the Company
from 2,700,000,000 shares of Common Stock and 10,000,000 shares of Preferred
Stock to 250,000,000 shares of Common Stock and 10,000,000 shares of Preferred
Stock.
CONSENTING
STOCKHOLDERS
On June
19, 2009, the following shareholders of 34,800,000 shares of Common Stock
consented in writing to the Amended Articles.
|
Name
and Address of
Consenting
Shareholder
|
Number
of Shares
of
Common
Stock
Beneficially Owned
|
Percentage
of Shares of
Common
Stock Outstanding
|
|
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Antonio
Rotundo
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27,800,000
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42.4%
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Av.
Arenales 335
Cercado,
Lima, Peru
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Corey
Sandberg
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1,000,000
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1.5%
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c/o
7950 Main Street, Suite #217
Maple
Grove, MN 55369
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Johnny
Lian Tian Yong
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6,000,000
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9.2%
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Blk
84, Jalan Daud, #06-01
Windy
Heights, Singapore 419593
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Total
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34,800,000
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53.1%
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Accordingly,
the Company has obtained all necessary corporate approvals in connection with
the Amended Articles. The Company is not seeking written consent from
any other Shareholders, and the other Shareholders will not be given an
opportunity to vote with respect to the actions described in this Information
Statement. All necessary corporate approvals have been
obtained. This Information Statement is furnished solely for the
purposes of advising Shareholders of the action taken by written consent and
giving Shareholders notice of such actions taken as required by the Exchange
Act.
The
Company will, when permissible following the expiration of the 20 day period
mandated by Rule 14C and in accordance with the provisions of the Nevada Revised
Statutes, file the Amended Articles with the Nevada Secretary of State’s
Office. The Amended Articles will become effective upon such
filing. We anticipate that such filing will occur approximately 20
days after this Information Statement is first mailed to
Shareholders.
INTERESTS
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
With the
exception of the current directors of the Company, and as of the date of this
Information Statement, there are no persons identified by management of the
Company who have an interest in the matters to be acted upon nor who are in
opposition to the matters to be acted upon.
As of the
date of this Information Statement, there are no persons who are currently a
director or officer of the Company, that oppose any action to be taken by the
Company.
As of the
date of this Information Statement, the directors and executive officers of the
Company are as follows:
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Name
|
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Age
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Position
with the Company
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Antonio
Rotundo
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44
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President,
CEO, CFO and Director
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Corey
Sandberg
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35
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Secretary,
Treasurer and Director
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Paul
Antoniazzi
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62
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Director
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Johnny
Lian Tian Yong
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43
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Director
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ANTONIO ROTUNDO
has been the
President, CEO, CFO and a Director of the Company since
January 8, 2009. Mr. Rotundo is a mining professional with
over 10 years of diverse mining, operations and financial
experience. From 2005 to present, Mr. Rotundo has been the general
manager of AMR Project Peru S.A.C. (“AMR”), a mining company focusing on gold
exploration, located in Lima, Peru, where Mr. Rotundo is in charge of day to day
operations of AMR. Mr. Rotundo is also closely involved AMR’s
purchase of equipment, negotiating land contracts and mining concessions,
supervising environmental studies and all related financial functions of
AMR. From 2004 to 2005, Mr. Rotundo was the operation and logistics
manager for American Mining in Guyana, where he was responsible for managing the
operations of a diamond mine, ordering equipment and supplies, developing and
managing relationships with customers and suppliers, developing, implementing
and managing new accounting and financial systems, staff and
payroll. Mr. Rotundo was also and officer and director of Ram Gold
& Exploration Inc. (Pink Sheets: RMGX) from March 2008 to June 2008. Mr.
Rotundo is not an officer or director of any reporting issuers at this
time.
COREY J. SANDBERG
has been a
director of the Company since January 29, 2009, and the Secretary and Treasurer
of the Company since February 3, 2009. Mr. Sandberg has just under
fifteen years of professional experience in both corporate and small business
environments. From 2006 to present, Mr. Sandberg has been an independent
consultant where he has lead business startup, organizational management and
operational improvement initiatives, both strategic and tactical, for public and
private companies alike. Prior to becoming an independent consultant
in 2006, Mr. Sandberg spent just under seven years at American Express Financial
Advisors (“American Express”), a subsidiary of American Express, (later spun-off
to become Ameriprise Financial, Inc.). While at American Express, Mr. Sandberg
held both management and leadership positions in predominantly entrepreneurial
environments receiving recognition for challenging the status quo, taking risks
and successfully implementing new ideas that helped with cost savings and
revenue generation. During the last few years before leaving American
Express in late 2005, Mr. Sandberg served in Project Manager and Vendor
Relationship Manager positions. In addition, Mr. Sandberg held the
FINRA Series 63, 7 and 24 Securities License required for management and
leadership position within American Express. Mr. Sandberg is a
graduate of the University of Minnesota, Twin Cities with a Bachelor of Arts
degree in Japanese Language & Culture. Mr. Sandberg is not an
officer or director of any reporting issuers at this time.
PAUL F. ANTONIAZZI
has been a
director of the Company since January 29, 2009. Mr. Antoniazzi has
been active in the mining industry since 1983. Since 2002, Mr.
Antoniazzi has worked as an independent contractor as the President of
Antoniazzi Consulting Ltd. specializing in environmental and mining projects
including: contaminated soils clean up; asbestos clean up; surface drill
projects; and mine decommissioning. Mr. Antoniazzi is currently on
the board of directors of three Canadian listed mining companies: Opawica
Explorations Inc. (TSX: OPW) (since December 2, 1996); International Kirkland
Minerals Inc. (IKI-TSXV) (since November 19, 1997); and RT Minerals Corp.
(C.RTM:CNSX) (since March 9, 2007).
JOHNNY LIAN TIAN YONG
has been
a director of the Company since March 4, 2009. Mr. Lian is currently
(since 1992) the Chairman of JAS Singapore Group of Companies, a Singapore
corporation, that has subsidiary and affiliate businesses spanning more than 13
countries, covering medical and hospitality services, finance and investments,
logistics, human resources and professional development, green technologies and
information technology services. From October 2002 to present, Mr.
Lian has been a director of JAS Medical Screening Centre Ptd., Ltd., a Singapore
corporation, that provides health services for the needy and medical screening
for Chinese immigrants, foreign workers and foreign students coming into
Singapore. From June 1996 to present, Mr. Lian has been a director of
JAS Employment Agency Pte., Ltd., a Singapore corporation that facilitates the
influx of foreign workers and immigrants applying for work and residence in
Singapore. From June 2004 to present, Mr. Lian has been a director of
JAS Plastic Industries Pte., Ltd., a Singapore corporation that is involved in
recycling waste plastics from corporations around the world into useful
products. From September 2005 to present, Mr. Lian has been a
director of JAS Marketing Pte., Ltd., a Singapore corporation that provides
business consulting concentrating on establishing trading ties with other
companies, cooperation and consensus with fellow partners in the industry and
identifying market threats and opportunities. From June 2003 to
present, Mr. Lian has been a director of JAS Technology Pte., Ltd., a Singapore
corporation that is in the business of remote video surveillance for world-wide
locations through Wi-Fi and GPRS, as well as providing spare marine hardware for
commercial and pleasure users of the sea. From January 2007 to
present, Mr. Lian has been a director of JASTROL Pte. Ltd., a Singapore
corporation that functions as a gold bullion broker, dealer and also as a
goldsmith in Singapore.
Mr.
Lian’s first successful venture was in recycling plastic into re-useable raw
materials for plastic manufacturers some 12 years ago in Indonesia, Thailand and
Malaysia. Subsequently, Mr. Lian used his successes and business
acumen to further venture with partners into other businesses operating in
China, India, Philippines, Cambodia and Vietnam.
In 1991,
Mr. Lian obtained a Degree in Business Administration from Thames Valley
University in the United Kingdom. Mr. Lian is not a director or
officer of any other reporting issuers at this time.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of the Record Date concerning: (i)
each person who is known by the Company to own beneficially more than 5% of the
Company’s outstanding Common Stock; (ii) each of the Company’s executive
officers, directors and key employees; and (iii) all executive officers and
directors as a group. Shares of Common Stock not outstanding but deemed
beneficially owned by virtue of the right of an individual to acquire shares
within 60 days is treated as outstanding only when determining the amount and
percentage of shares of Common Stock owned by such individual. Except as noted,
each person or entity has sole voting and sole investment power with respect to
the shares shown.
|
Name
& Address
|
Class
of Stock
Beneficially
Owned
|
Amount
and Nature of
Beneficial
Ownership
(1)
|
Percent
of
Beneficial
Ownership
|
|
Antonio
Rotundo
Av.
Arenales 335
Cercado,
Lima, Peru
|
Shares
of Common Stock
|
28,800,000
(2)
Direct
|
43.2%
|
|
Corey
Sandberg
c/o
7950 Main Street, Suite 217
Maple
Grove, MN 55369
|
Shares
of Common Stock
|
1,600,000
(3)
Direct
|
2.4%
|
|
Johnny
Lian Tian Yong
Blk
84, Jalan Daud, #06-01
Windy
Heights, Singapore
419593
|
Shares
of Common Stock
|
6,000,000
Direct
|
9.1%
|
|
Paul
Antoniazzi
63
Tweedsmuir Road
Kirkland
Lake, ON
P2N
1J3
|
Shares
of Common Stock
|
600,000
(4)
Direct
|
(*)
|
|
All
officers and directors as a group (total of 4 individuals)
|
Shares
of Common Stock
|
37,000,000
(5)
|
54.6%
|
Notes:
(*) Indicates
less than 1%.
|
(1)
|
Beneficial
ownership of Common Stock has been determined for this purpose in
accordance with Rule 13d-3 under the Exchange Act, under which a person is
deemed to be the beneficial owner of securities if such person has or
shares voting power or investment power with respect to such securities,
has the right to acquire beneficial ownership within 60 days or acquires
such securities with the purpose or effect of changing or influencing the
control of the Company.
|
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(2)
|
This
figure includes 27,800,000 shares held directly by Antonio Rotundo and
800,000 stock options which have already vested and 200,000 stock options
which will vest within 60 days of the Record
Date.
|
|
(3)
|
This
figure includes 1,000,000 shares held directly by Corey Sandberg and
480,000 stock options which have already vested and 120,000 stock options
which will vest within 60 days of the Record
Date.
|
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(4)
|
This
figure includes nil shares held directly by Paul Antoniazzi and 480,000
stock options which have already vested and 120,000 stock options which
will vest within 60 days of the Record
Date.
|
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(5)
|
This
figure includes 34,800,000 shares owned directly by directors and
executive officers as well as 1,760,000 stock options with have already
vested and 440,000 stock options which will vest within 60 days of the
Record Date.
|
AMENDMENTS
TO THE COMPANY’S ARTICLES OF INCORPORATION
On June
12, 2009, our Board of Directors unanimously adopted resolutions approving the
Amended Articles, subject to receiving the approval of the holders of a majority
of the Company’s outstanding shares of Common Stock, to effect a reduction in
the authorized capital of the Company from 2,700,000,000 shares of Common Stock
and 10,000,000 shares of Preferred Stock to 250,000,000 shares of Common Stock
and 10,000,000 shares of Preferred Stock. The Majority Shareholders
approved the reduction in the authorized capital pursuant to the Written Consent
dated as of June 19, 2009.
Purpose
We are
currently authorized to issue 2,700,000,000 shares of Common
Stock. Our board of directors believes that a decrease in the number
of authorized shares of Common Stock from 2,700,000,000 to 250,000,000 is in the
Company’s best interest because such a decrease more accurately represents, and
is more in conformance with, a realistic capital structure for a company of our
size. The board of directors does not foresee a need in the near
future to issue numbers of shares of Common Stock approaching the amount
currently authorized and unissued. Hence the board of directors
believes that the Company currently has more shares of Common Stock authorized
than are useful. In addition, our board of directors believes that a
decrease in the number of authorized shares of Common Stock will be more
conducive to the raising of equity capital by the Company, but will still allow
the Company to respond promptly and effectively to opportunities involving the
issuance of shares of Common Stock.
Principal Effects of the
Reduction in Authorized Capital
Upon the
filing of the Amended Articles with the Nevada Secretary of State, the
authorized shares of Common Stock of the Company will decrease from
2,700,000,000 to 250,000,000. The reduction in the authorized shares
of Common Stock will not reduce or otherwise affect our presently outstanding
shares of Common Stock.
OTHER
INFORMATION
For more
detailed information about the Company and the business and operations of the
Company see our periodic filings made with the SEC from time to time. Copies of
these documents are available on the SEC’s EDGAR database at www.sec.gov and a
copies of which may be obtained by writing our secretary at the address
specified above.
Appendix
A
CERTIFICATE
OF AMENDMENT TO THE
ARTICLES
OF INCORPORATION OF
AFFINITY
GOLD CORP.
“I, the undersigned Antonio Rotundo,
the President, CEO and CFO of Affinity Gold Corp. (the “
Corporation
”), do hereby
certify that the Board of Directors of said Corporation at a meeting duly
convened held on the 12
th
day of
June, 2009, adopted a resolution to amend the articles as follows:
Article
III – Capital Stock
Section
1.
Authorized Shares
.
The aggregate number of shares which the Corporation shall have authority to
issue is two billion seven hundred and ten million (2,710,000,000) shares,
consisting of two classes to be designated, respectively, “Common Stock” and
“Preferred Stock”, with all of such shares having a par value of $0.001 per
share. The total number of shares of Common Stock that the Corporation shall
have authority to issue is two billion seven hundred million (2,700,000,000)
shares. The total number of shares of Preferred Stock that the
Corporation shall have authority to issue is ten million (10,000,000) shares.
The Preferred Stock may be issued in one or more series, each series to be
appropriately designated by a distinguishing letter or title, prior to the
issuance of any shares thereof. The voting powers, designations,
preferences, limitations, restrictions, and relative, participating, optional
and other rights, and the qualifications, limitations, or restrictions thereof,
of the Preferred Stock shall hereinafter be prescribed by resolution of the
board of directors pursuant to Section 3 of this Article III.
Article
III, Section 1is hereby amended to read as follows:
Section
1.
Authorized Shares
.
The aggregate number of shares which the Corporation shall have authority to
issue is two hundred and sixty million (260,000,000) shares, consisting of two
classes to be designated, respectively, “Common Stock” and “Preferred Stock”,
with all of such shares having a par value of $0.001 per share. The total number
of shares of Common Stock that the Corporation shall have authority to issue is
two hundred and fifty million (250,000,000) shares. The total number
of shares of Preferred Stock that the Corporation shall have authority to issue
is ten million (10,000,000) shares. The Preferred Stock may be issued in one or
more series, each series to be appropriately designated by a distinguishing
letter or title, prior to the issuance of any shares thereof. The
voting powers, designations, preferences, limitations, restrictions, and
relative, participating, optional and other rights, and the qualifications,
limitations, or restrictions thereof, of the Preferred Stock shall hereinafter
be prescribed by resolution of the board of directors pursuant to Section 3 of
this Article III.
The purpose of the amendment to Article
III is to reduce the authorized share capital of the Corporation from
2,710,000,000 shares to
260,000,000
shares.
The
number of shares of the Corporation issued and outstanding and entitled to vote
on amendments to the Articles of Incorporation is sixty five million five
hundred and forty-five thousand eight hundred and seventy-five (65,545,875)
shares of common stock $0.001 par value, that the said changes and amendments
have been consented to and approved by a consent resolution of the stockholders
holding thirty four million eight hundred thousand (34,800,000) shares of common
stock, representing 53%, and a majority, of shares of common stock of the
Corporation outstanding and entitled to vote thereon.
IN
WITNESS WHEREOF, Affinity Gold Corp. has caused these presents to be signed in
its name and on its behalf by Antonio Rotundo, its President, CEO and CFO on
this ____ day of __________, 2009, and its President, CEO and CFO acknowledges
that this Certificate of Amendment is the act and deed of Affinity Gold Corp.,
and, under the penalties of perjury, that the matters and facts set forth herein
with respect to authorization and approval are true in all material respects to
the best of his knowledge, information and belief.
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AFFINITY GOLD
CORP.
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By:
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Antonio
Rotundo, President, CEO & CFO
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