UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2014 (July 10, 2014)
MINERALRITE CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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000-27739
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90-0315909
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(State of other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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55 South Geneva Road, Lindon, Utah 84042
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code: (801) 796-8944
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Return to Treasury Agreements
On July 10, 2014, MineralRite Corporation (the “Company”) entered into the certain “return to treasury agreements,” a form of which is appended hereto as Exhibit 10.1 (the “Return Agreements”) with Guy Peckham, Alpha Hydronics, James Bame Attorney Escrows #1 and #2 and James Bame, individually (“Shareholders”) of the Company’s Common Stock pursuant to which the Company agreed to issue to the Shareholders an aggregate of 31,000 shares of its Class B Preferred Stock in exchange for the surrender for cancellation by the Shareholders an aggregate of 31,000,000 shares of Common Stock. These Shareholders agreed to exchange their shares of Common Stock for shares of the Company’s Series B Preferred Stock so that the Company would have a sufficient number of authorized shares available for issuance to meet potential conversions of certain convertible note holders.
Note Exchange Agreement
On July 21, 2014, the Company entered into an exchange agreement with its Chief Executive Officer, Guy Peckham, wherein Mr. Peckham agreed to exchange a promissory note in the principal amount of $100,000 he held in exchange for 105,000 shares of the Company’s Series A Preferred Stock. The exchange agreement is appended hereto as Exhibit 10.2 (the “Exchange Agreement”).
The forgoing descriptions of the Return Agreements and the Exchange Agreement are qualified by their entirety to Exhibits 10.1 and 10.2 attached hereto
Item 3.02 Recent Sale of Unregistered Securities
The sale and issuance of 105,000 shares of the Company’s previously authorized preferred stock, par value $0.001, as Series A Preferred Stock; 33,000 shares of the Company’s previously authorized preferred stock, par value $0.001, as Series B Preferred Stock; and 100,000 shares of the Company’s previously authorized preferred stock, par value $0.001, as Series C Preferred Stock was completed in accordance with the exemption provided by Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), and/or Section 4(2) of the Securities Act.
Item 3.03 Material Modification to Rights of Security Holders
On July 10, 2014, the Company filed with the Secretary of State of the State of Nevada Certificates of Designation (the “ Certificates of Designation ”) designated the following: 105,000 shares of the Company’s previously authorized preferred stock, par value $0.001, as Series A Preferred Stock; 33,000 shares of the Company’s previously authorized preferred stock, par value $0.001, as Series B Preferred Stock; 100,000 shares of the Company’s previously authorized preferred stock, par value $0.001, as Series C Preferred Stock (collectively the Series A, Series B and Series C shares of preferred stock are referred to as, “Preferred Stock”).. The rights, preferences, and privileges of the Preferred Stock are summarized as follows:
Series A Preferred Stock
There are 105,000 shares of our Series A Preferred stock authorized for issuance all of which are issued and outstanding as of the date of this Current Report filed on Form 8-K. The holders of our Series A Preferred Stock are entitled to receive preferred dividends equal to 10% per annum based on a stated value of $1 per share and are cumulative. The holders of our Series A Preferred Stock are entitled to a liquidation preference of $1.00 per share plus all accrued and unpaid dividends, prior to proceeds in the event of liquidation being paid to our common shareholders. In addition on all matters requiring a vote of the Company’s securities holders, the holders of our Series A Preferred Stock vote along with our common stockholders casting the number of votes equal to the number of shares of Series A Preferred Stock held multiplied by three thousand (3,000). The shares of Series A Preferred stock are redeemable by the Company any time after December 31, 2014 at the liquidation amount together with any accrued and unpaid dividends..
Series B Preferred Stock
There are 33,000 shares of our Series B Preferred Stock authorized for issuance 31,000 of which are issued or outstanding as of the date of this Current Report filed on Form 8-K. The holders of our Series C Preferred Stock are entitled to receive dividends on an “as, if and when declared basis” and the proceeds in the event of liquidation, in each case on an “as converted basis” in pari passu with the holders of our common stock. In addition on all matters requiring a vote of the Company’s securities holders, the holders of our Series B Preferred Stock vote on an “as converted” basis. Each share of our Series B Preferred Stock is automatically convertible in to 1,000 shares of our common stock provided that there are sufficient shares authorized for delivery upon conversion of all convertible securities. Currently there are not a sufficient number of common shares authorized to effect the conversion.
Series C Preferred Stock
There are 100,000 shares of our Series C Preferred Stock authorized for issuance none of which are issued or outstanding as of the date of this Current Report filed on Form 8-K. The holders of our Series C Preferred Stock are entitled to receive dividends on an “as, if and when declared basis” and the proceeds in the event of liquidation, in each case on an “as converted basis” in pari passu with the holders of our common stock. In addition on all matters requiring a vote of the Company’s securities holders, the holders of our Series C Preferred Stock vote on an “as converted” basis. Each share of our Series C Preferred Stock is automatically convertible in to 10,000 shares of our common stock provided that there are sufficient shares authorized for delivery upon conversion. Currently there are not a sufficient number of common shares authorized to effect the conversion.
The foregoing description of the terms of the Preferred Stock are qualified in its entirety by the provisions of the Certificates of Designation filed as Exhibits 3.1, 3.2 and 3.3 attached hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 10, 2014, the Company filed the Certificate of Designations with the Secretary of State of the State of Nevada to authorize the designation and issuance of 238,000 shares of Preferred Stock as described in Item 3.03 of this Current Report filed on Form 8-K.. The Certificates of Designation re attached hereto as Exhibits 3.1, 3.2 and 3.3 and are incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MINERALRITE CORPORATION
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Date: July 21, 2014
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By:
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/s/ Guy Peckham
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Guy Peckham
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Chief Executive Officer
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Exhibit 3.1
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
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Certificate of Designation
(PURSUANT TO NRS 78.1955)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Designation For
Nevada Profit Corporations
(Pursuant to NRS 78.1955)
MineralRite Corporation
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2.
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By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following classes or series of stock.
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Series A Preferred Stock, authorized number of shares constituting such series shall be 105,000, with a par value of $0.001 per share.
Series B Preferred Stock, authorized number of shares constituting such series shall be 33,000, with a par value of $0.001 per share.
Series C Preferred Stock, authorized number of shares constituting such series shall be 100,000, with a par value of $0.001 per share.
Please see attached.
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3.
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Effective date of filing: (optional)
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(must not be later than 90 days after the certificate is filed)
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/s/ Guy Peckham
Signature of Officer
Filing Fee: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Stock Designation
Revised: 3-6-09
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CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK
of
MineralRite Corporation
a Nevada Corporation
MineralRite Corporation, a Nevada corporation (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation:
RESOLVED, that pursuant to the authority conferred on the Board of Directors by the Corporation’s Articles of Incorporation, the issuance of a series of preferred stock, par value $0.001 per share, of the Corporation consisting of 105,000 shares of preferred stock be, and the same hereby is, authorized, and each of the Chief Executive Officer, the Chief Financial Officer and the Secretary of the Corporation be, and each hereby is, authorized and directed to execute and file with the Secretary of State of the State of Nevada a Certificate of Designation of Preferred Stock of the Corporation setting forth a copy of this resolution fixing the designation, powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof (in addition to the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, set forth in the Corporation’s Articles of Incorporation which may be applicable to the Corporation’s preferred stock), as follows:
1. Number of Shares; Designation. A total of One Hundred Five Thousand (105,000) shares of preferred stock, par value $0.001, of the Corporation have been designated as “Series A Preferred Stock.”
2. Dividends. From and after the date of the issuance of any shares of Series A Preferred Stock, dividends at the rate per annum of $0.10 per share shall accrue on such shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock). Dividends shall accrue from day-to-day, whether or not declared, and shall be cumulative; provided , however , that except as set forth in the following sentence of this Sections 2 , 3 , and 6 , accrued dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such accrued dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of common stock payable in shares of common stock) unless the holders of the Series A Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred Stock in an amount at least equal to the amount of the aggregate accrued dividends on such share of Series A Preferred Stock and not previously paid.
3. Liquidation, Dissolution or Winding Up.
(a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to Series A Original Issue Price (defined below), plus any accrued dividends, but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. The “Series A Original Issue Price” shall mean $1.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock.
(b) If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled under Subsection 3(a) , the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
(c) The aggregate amount which a holder of a share of Series A Preferred Stock is entitled to receive under Section 3 is hereinafter referred to as the “Series A Liquidation Amount.”
4. Voting. Except as otherwise required by law, on any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series A Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter multiplied by three thousand (3,000). Except as provided by law or by the other provisions of the Articles of Incorporation, holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.
5. Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Series A Original Issue Date (as defined below) effect a subdivision or stock dividend with respect to its outstanding capital stock, the Series A Original Issue Price, the liquidation rate, the dividend rate and the votes per share in effect immediately before that subdivision shall be proportionately decreased so that the aggregate dividends payable, or accrued under Section 2, the aggregate liquidation amount and the total number of votes remain constant. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective. “Series A Original Issue Date” means the date on which the first share of Series A Preferred Stock was issued.
If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the capital stock is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible into a kind and amount of securities that are substantially the same as the shares of Series A Preferred Stock; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock.
6. Optional Redemption.
(a) General. The Series A Preferred Stock shall be subject to redemption by the Corporation, at any time on or after December 31, 2014, at a price equal to the Series A Original Issue Price per share, plus all declared but unpaid dividends thereon (the “Redemption Price”). If the Corporation elects to redeem any shares of Series A Preferred Stock, such redemption shall be with respect to all of the then outstanding Series A Preferred Stock.
(b) Redemption Notice. If the Corporation elects to redeem the then outstanding Series A Preferred Stock, the Corporation shall send written notice of the optional redemption (the “Redemption Notice”) to each holder of record of Series A Preferred Stock not less than thirty (30) days prior to each Redemption Date. Each Redemption Notice shall state:
(1) The date of the payment of the Redemption Price (the “Redemption Date”) and the Redemption Price;
(2) That the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Series A Preferred Stock to be redeemed.
(c) Surrender of Certificates; Payment. On or before the applicable Redemption Date, each holder of shares of Series A Preferred Stock to be redeemed on such Redemption Date, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Series A Preferred Stock represented by a certificate are redeemed, a new certificate, instrument, or book entry representing the unredeemed shares of Series A Preferred Stock shall promptly be issued to such holder.
(d) Rights Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the shares of Series A Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that any certificates evidencing any of the shares of Series A Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of any such certificate or certificates therefor.
7. Redeemed or Otherwise Acquired Shares. Any shares of Series A Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Series A Preferred Stock following redemption.
8. Notices. Any notice required or permitted by the provisions of this designation to be given to a holder of shares of Series A Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of Nevada Law, and shall be deemed sent upon such mailing or electronic transmission.
Exhibit 3.2
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
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Certificate of Designation
(PURSUANT TO NRS 78.1955)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Designation For
Nevada Profit Corporations
(Pursuant to NRS 78.1955)
MineralRite Corporation
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2.
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By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following classes or series of stock.
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Series A Preferred Stock, authorized number of shares constituting such series shall be 105,000, with a par value of $0.001 per share.
Series B Preferred Stock, authorized number of shares constituting such series shall be 33,000, with a par value of $0.001 per share.
Series C Preferred Stock, authorized number of shares constituting such series shall be 100,000, with a par value of $0.001 per share.
Please see attached.
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3.
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Effective date of filing: (optional)
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(must not be later than 90 days after the certificate is filed)
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/s/ Guy Peckham
Signature of Officer
Filing Fee: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Stock Designation
Revised: 3-6-09
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CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK
of
MineralRite Corporation
a Nevada Corporation
MineralRite Corporation, a Nevada corporation (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation:
RESOLVED, that pursuant to the authority conferred on the Board of Directors by the Corporation’s Articles of Incorporation, the issuance of a series of preferred stock, par value $0.001 per share, of the Corporation consisting of 33,000 shares of preferred stock be, and the same hereby is, authorized, and each of the Chief Executive Officer, the Chief Financial Officer and the Secretary of the Corporation be, and each hereby is, authorized and directed to execute and file with the Secretary of State of the State of Nevada a Certificate of Designation of Preferred Stock of the Corporation setting forth a copy of this resolution fixing the designation, powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof (in addition to the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, set forth in the Corporation’s Articles of Incorporation which may be applicable to the Corporation’s preferred stock), as follows:
1. Number of Shares; Designation. A total of Thirty Three Thousand (33,000) shares of preferred stock, par value $0.001, of the Corporation have been designated as “Series B Preferred Stock.”
2. Dividends. From and after the date of the issuance of any shares of Series B Preferred Stock, the holders of shares of Series B Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors of the Corporation on an “as converted basis” in pari passu with the holders of the Corporation’s Common Stock.
3. Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders ratably with the holders of the Corporation’s Common Stock on an “as converted” basis.
4. Voting. Except as otherwise required by law, on any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series B Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter multiplied by one thousand (1,000). Except as provided by law or by the other provisions of the Articles of Incorporation, holders of Series B Preferred Stock shall vote together with the holders of Common Stock as a single class.
5. Conversion. The holders of Series B Preferred Stock shall have conversion rights as follows (“Conversion Rights”):
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(a)
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Conditions Precedent to Conversion: No share of Series B Preferred Stock shall be convertible unless the Corporation’s Articles of Incorporation have an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion of all the shares of Series B Preferred Stock, and all other convertible securities and instruments of the Corporation. Conditioned upon the foregoing and at the option of the holder and immediately upon notice duly given to the Corporation, each share of Series B Preferred Stock shall convert into one thousand (1,000) fully paid and non-assessable shares of Common Stock of the Corporation (“Conversion Rate”).
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(b)
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Mechanics of Conversion. At such time as the conditions precedent described in Section 5(a) shall have occurred, the converting holders of the Series B Preferred Stock shall surrender the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date the conditions set forth in Section 5(a) herein have been satisfied and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date.
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(c)
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No Impairment. This Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by this Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Series B Preferred Stock against impairment.
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(d)
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No Fractional Shares. No fractional shares shall be issued upon the conversion of any share or shares of the Series B Preferred Stock and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
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(e)
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Notices of Record Date. In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail to each holder of Series B Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.
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(f)
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Reservation of Stock Issuable Upon Conversion. Solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, the Corporation shall at all times, subject to the conditions described in Section 5(a), reserve and keep available out of its authorized but unissued shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and authorized to increase its authorized but unissued shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient for such purposes.
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(g)
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Notices. Any notice required by the provisions of this Section 5 to be given to the holders of shares of Series B Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing on the books of this Corporation.
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(h)
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Adjustments for Stock Splits, Combinations, etc. If the Corporation shall at any time after the Series B Original Issue Date (as defined below), subdivide, effect a forward stock split or declare a dividend payable in Common Stock, then the Conversion Rate immediately prior to the subdivision, split or record date for such dividend payable, in Common Stock shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective. “Series B Original Issue Date” means the date on which the first share of Series B Preferred Stock was issued.
If any capital reorganization or reclassification of the capital stock of the Corporation, or share exchange, combination, consolidation or merger of the Corporation with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, share exchange, combination, consolidation, merger or sale, lawful and adequate provision shall be made whereby the holder of the shares of Series B Preferred Stock shall thereafter have the right to receive, on an “as converted” basis, and upon the terms and conditions specified in this designation and in lieu of the shares of the Common Stock of the Corporation into which the shares of Series B Preferred Stock are convertible, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the maximum number of shares of such stock issuable upon conversion of the shares of Series B Preferred Stock. In any such case, appropriate provisions shall be made with respect to the rights and interests of holder to so that the provisions hereof shall thereafter be applicable, as nearly as possible, in relation to any shares of stock, securities or assets thereafter deliverable upon conversion hereof. The Corporation shall not effect any such share exchange, combination, consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Corporation) resulting from such share exchange, combination, consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed to the holder, at the last address of such holder appearing on the books of the Corporation, the obligation to deliver to such holder such shares of stock, securities or assets that, in accordance with the foregoing provisions, such holder may thereafter be entitled to receive upon conversion of the shares of Series B Preferred Stock. If the Corporation shall at any time or from time to time after the Series B Original Issue Date combine the outstanding shares of Common Stock or otherwise effect a reverse stock split, the Conversion Rate shall remain static so that the Conversion Rate for the Series B Preferred Stock, in effect immediately before the combination shall remain the same after the decrease in the aggregate number of shares issued and outstanding after the combination or split.
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6. Redeemed or Otherwise Acquired Shares. Any shares of Series B Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Series B Preferred Stock following redemption.
7. Notices. Any notice required or permitted by the provisions of this designation to be given to a holder of shares of Series B Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of Nevada Law, and shall be deemed sent upon such mailing or electronic transmission.
Exhibit 3.3
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
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Certificate of Designation
(PURSUANT TO NRS 78.1955)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Designation For
Nevada Profit Corporations
(Pursuant to NRS 78.1955)
MineralRite Corporation
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2.
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By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following classes or series of stock.
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Series A Preferred Stock, authorized number of shares constituting such series shall be 105,000, with a par value of $0.001 per share.
Series B Preferred Stock, authorized number of shares constituting such series shall be 33,000, with a par value of $0.001 per share.
Series C Preferred Stock, authorized number of shares constituting such series shall be 100,000, with a par value of $0.001 per share.
Please see attached.
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3.
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Effective date of filing: (optional)
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(must not be later than 90 days after the certificate is filed)
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/s/ Guy Peckham
Signature of Officer
Filing Fee: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Stock Designation
Revised: 3-6-09
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CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED STOCK
of
MineralRite Corporation
a Nevada Corporation
MineralRite Corporation, a Nevada corporation (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation:
RESOLVED, that pursuant to the authority conferred on the Board of Directors by the Corporation’s Articles of Incorporation, the issuance of a series of preferred stock, par value $0.001 per share, of the Corporation consisting of 100,000 shares of preferred stock be, and the same hereby is, authorized, and each of the Chief Executive Officer, the Chief Financial Officer and the Secretary of the Corporation be, and each hereby is, authorized and directed to execute and file with the Secretary of State of the State of Nevada a Certificate of Designation of Preferred Stock of the Corporation setting forth a copy of this resolution fixing the designation, powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof (in addition to the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, set forth in the Corporation’s Articles of Incorporation which may be applicable to the Corporation’s preferred stock), as follows:
1. Number of Shares; Designation. A total of One Hundred Thousand (100,000) shares of preferred stock, par value $0.001, of the Corporation have been designated as “Series C Preferred Stock.”
2. Dividends. From and after the date of the issuance of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors of the Corporation on an “as converted basis” in pari passu with the holders of the Corporation’s Common Stock.
3. Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series C Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders ratably with the holders of the Corporation’s Common Stock on an “as converted” basis.
4. Voting. Except as otherwise required by law, on any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series C Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter multiplied by ten thousand (10,000). Except as provided by law or by the other provisions of the Articles of Incorporation, holders of Series C Preferred Stock shall vote together with the holders of Common Stock as a single class.
5. Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Series C Original Issue Date (as defined below) effect a subdivision or stock dividend with respect to its outstanding capital stock, the Series C Original Issue Price, the liquidation rate, the dividend rate and the votes per share in effect immediately before that subdivision shall be proportionately decreased so that the aggregate dividends payable, or accrued under Section 2, the aggregate liquidation amount and the total number of votes remain constant. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective. “Series C Original Issue Date” means the date on which the first share of Series C Preferred Stock was issued.
If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the capital stock is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series C Preferred Stock shall thereafter be convertible into a kind and amount of securities that are substantially the same as the shares of Series C Preferred Stock; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of the Series C Preferred Stock, to the end that the provisions set forth in this Section 5 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series C Preferred Stock.
6. Conversion. The holders of Series C Preferred Stock shall have conversion rights as follows (“Conversion Rights”):
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(a)
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Automatic Conversion. Each shares of Series C Preferred Stock shall not be convertible unless the Corporation’s Certificate of Incorporation has an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion of all the shares of Series C Preferred Stock, and all other convertible securities and instruments of the Corporation. Conditioned upon the foregoing, each share of Series C Preferred Stock shall automatically convert into ten thousand (10,000) fully paid and non-assessable share of Common Stock of the Corporation.
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(b)
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Mechanics of Conversion. At such time as the conditions described in Section 6(a) shall have occurred, holders of the Series C Preferred Stock shall surrender the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series C Preferred Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series C Preferred Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date the conditions set forth in Section 6(a) herein have been satisfied and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date.
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(c)
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No Impairment. This Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by this Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Series C Preferred Stock against impairment.
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(d)
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No Fractional Shares. No fractional shares shall be issued upon the conversion of any share or shares of the Series C Preferred Stock and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series C Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
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(e)
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Notices of Record Date. In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail to each holder of Series C Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.
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(f)
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Reservation of Stock Issuable Upon Conversion. Solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock, the Corporation shall at all times, subject to the conditions described in Section 3(a), reserve and keep available out of its authorized but unissued shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock, the Corporation will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and authorized to increase its authorized but unissued shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient for such purposes.
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(g)
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Notices. Any notice required by the provisions of this Section 6 to be given to the holders of shares of Series C Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing on the books of this Corporation.
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7. Redeemed or Otherwise Acquired Shares. Any shares of Series C Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Series C Preferred Stock following redemption.
8. Notices. Any notice required or permitted by the provisions of this designation to be given to a holder of shares of Series C Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of Nevada Law, and shall be deemed sent upon such mailing or electronic transmission.
Exhibit 10.1
[Form of] RETURN TO TREASURY AGREEMENT
THIS AGREEMENT is made as of the ___th day of July, 2014, by and between MineralRite Corporation., a corporation formed pursuant to the laws of the State of Nevada (the “Company”) and _________________, an individual resident of ______________ (the “Shareholder”).
WHEREAS:
A. The Shareholder is the registered and beneficial owner of __________ shares of the Company’s common stock, $0.001 par value (the “Common Stock”).
B. The Company has agreed to authorize, create and issue _________ shares of Series B Preferred Stock to the Shareholder (the “Series B Issuance”). Each such share of Series B Preferred Stock entitles its holder to vote on an “as converted” basis, or the equivalent of 1,000 shares of common stock at the record date for the determination of shareholders entitled to vote on any matter coming before the common shareholders or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise required by law, the holders of shares of Series B Preferred Stock shall vote together with the holders of common stock on all matters and shall not vote as a separate class.
C. In anticipation of the issuance of, and subject to the issuance of, such shares of Series B Preferred Stock, the Shareholder has agreed to return _________ shares of the Company’s common stock (the “Surrendered Shares”) held by him to the treasury of the Company for the sole purpose of the Company retiring the Surrendered Shares.
NOW THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereto hereby agree as follows:
Surrender of Shares
1. In anticipation of the issuance of, and subject to the issuance of, such shares of Series B Preferred Stock, the Shareholder is surrendering to the Company, the Surrendered Shares by delivering to the Company herewith a share certificate or certificates representing the Surrendered Shares, duly endorsed for transfer in blank. The Company hereby acknowledges receipt from the Shareholder of the certificates for the sole purpose of retiring the Surrendered Shares.
Retirement of Shares
2. The Company agrees, subject to Section 1 hereof, to forthwith retire the Surrendered Shares pursuant to Section 78.283 of the Nevada Business Corporation Act.
Condition Precedent
3. Notwithstanding any other provision herein, this Agreement and the cancellation of Surrendered Shares contemplated hereunder shall not be effective until such time as the Series B Issuance has been completed.
Representations and Warranties
4. The Shareholder represents and warrants to the Company that he is, and at the time of delivery of the Surrendered Shares hereunder will be, the owner of the Surrendered Shares and that he has good and marketable title to the Surrendered Shares and that the Surrendered Shares are free and clear of all liens, security interests or pledges of any kind whatsoever.
General
5. Each of the parties will execute and deliver such further and other documents and do and perform such further and other acts as any other party may reasonably require to carry out and give effect to the terms and intention of this Agreement.
6. Time is expressly declared to be the essence of this Agreement.
7. The provisions contained herein constitute the entire agreement among the Company and the Shareholder respecting the subject matter hereof and supersede all previous communications, representations and agreements, whether verbal or written, among the Company and the Shareholder with respect to the subject matter hereof.
8. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
9. This Agreement is not assignable without the prior written consent of the parties hereto.
10. This Agreement may be executed in counterparts, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same Agreement. Delivery of executed copies of this Agreement by telecopier will constitute proper delivery, provided that originally executed counterparts are delivered to the parties within a reasonable time thereafter.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the day and year first above written.
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MINERALRITE CORPORATION
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By:
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Guy Peckham
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Chief Financial Officer
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SHAREHOLDER
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Exhibit 10.2
EXCHANGE AGREEMENT
To Issue Series A Preferred Stock
This Exchange Agreement is entered into as of July 21, 2014 by and between Guy Peckham (“Peckham”), and MineralRite Corporation (“RITE”) a Nevada.
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A.
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MineralRite Corporation, a Nevada corporation (“RITE”), entered into a contract with the former shareholder of Goldfield Lloyd McEwen for the payment of One Hundred Thousand Dollars ($100,000) together with interest thereon on or about March 1, 2013 (the “ Debt”), a true and correct copy of which is attached hereto as Exhibit A.
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B.
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The Debt was subsequently assigned to Peckham.
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C.
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Peckham now wishes to enter into an agreement with the RITE to cancel the assigned Debt in exchange for 105,000 shares of RITE’s Series A Preferred Stock.
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In consideration of the promises and mutual covenants contained herein, the parties hereto agree as follows:
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1.
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Assignment of and Cancelation of Debt. Subject to the terms of this Agreement, effective as of the Closing (as defined below), Peckham will assign and transfer the Debt to RITE for cancelation, free and clear of all encumbrances.
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2.
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Consideration. The consideration payable to Peckham for the assignment of the Debt shall consist of the 105,000 shares of RITE’s Series A Preferred Stock.
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3.
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Delivery of Payment. Peckham shall deliver the Debt assignment to RITE and RITE shall deliver a certificate representing 105,000 shares of Series A Preferred Stock to Peckham.
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4.
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Closing. The closing of the transactions described herein (the "Closing”) shall take place on the first business day after certificate of designation of Series A Preferred Stock has been filed in the State of Nevada at the law offices of Davisson & Associates, PA when Davisson & Associates has received all of the documentation necessary for the assignment and transfer of the Debt.
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5.
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Discharge of Obligations. Upon the occurrence of both: (i) the Closing, and (ii) issuance of 105,000 shares of the Series A Preferred Stock, Peckham shall be deemed to have forever released and discharged RITE from any and all liability including but not limited to the liability under the Debt, and Peckham shall be responsible solely to McEwen or his assigns for any and all obligations arising under the McEwen Debt.
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6.
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Miscellaneous.
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a.
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Integration: Severability. This Agreement represents the complete agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between them, whether written or oral, with respect to the subject matter hereof. If any provision shall be modified only to the extent necessary to make it enforceable.
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b.
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Governing Law; Arbitration. The laws of the Nevada (without giving effect to principles of conflicts of law) shall govern the Agreement. Any dispute, controversy or claim arising out of or relating to this Agreement or a breach thereof shall be finally resolved by fast-tracked, confidential arbitration by a single arbitrator, in accordance with the commercial arbitration rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. Judgment upon the award of the arbitrator may be entered into in any court having jurisdiction thereof.
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c.
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Counterparts; Binding Effect. The Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. This Agreement may be executed by facsimile or PDF and facsimile or PDF signatures shall be fully binding and effective for all purposes and shall be given the same effect as original signatures. This Agreement shall not become effective until executed by each party hereto, whereupon it shall be deemed to have taken effect on the date first above written
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d.
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Notice. Any notice or other communication under this Agreement shall be in writing and shall be considered given when (i) delivered personally, (ii) delivered electronically or by facsimile subject to telephonic or written confirmation of receipt, (iii) one business day after being sent by a major overnight courier for next business day delivery, or (iv) five days after being mailed by registered air mail, to the parties at such address as a party may specify from time to time.
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e.
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Additional Undertakings. Each party agrees to take such actions as are reasonably necessary to carry out the intentions of the parties of this Agreement, including but not limited to the prompt execution and delivery of any documents reasonable necessary to carry out and perform the terms or intention of this Agreement.
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f.
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Amendment; Waiver. The Agreement cannot be altered, amended, changed, waived, terminated, or modified in any respect unless the same shall be in writing and signed by the party to be charges therewith. No waiver of any provision shall be construed as a waiver of any other provision.
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g.
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h.
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Construction. Each party acknowledges that it has read the Agreement, understands it and, together with counsel, had an opportunity to participate in the negation and drafting of this Agreement. Each party further agrees that the terms and provisions of this Agreement shall be interpreted simply in accordance with their fair meaning and not strictly or against any party. The section headings contained herein are for convenience purposes only and are not intended to define or limit the contents of sail sections.
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IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement, effective as of the date first above written.
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By:
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Name: Guy Peckham, Individually |
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MineralRite Corporation |
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By |
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Name: Guy Peckham, CEO |
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