UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
o Preliminary Information Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
x Definitive Information Statement
AULTRA GOLD, INC.
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
x No Fee required.
o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials
o 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
Copies to:
Peter Campitiello, Esq.
Tarter Krinsky & Drogin LLP
1350 Broadway
New York, New York 10018
Tel: 212-216-8085
Fax: 212-216-8001
AULTRA GOLD, INC.
1980, Sherbrooke Street West, Suite 1100
Montreal, Quebec, H3H 1E8
Dear Shareholders:
We are writing to advise you that our Board of Directors and a majority of shareholders holding a majority of our outstanding voting capital stock have authorized the attached Certificate of Amendment to the Amended and Restated Articles of Incorporation of Aultra Gold, Inc. (the “Company”) to amend the Company’s Amended and Restated Articles of Incorporation to (i) change the name of the Company to Shamika 2 Gold, Inc. and (ii) increase the number of the Company’s authorized shares of capital stock from 60,000,000 shares of capital stock, consisting of 50,000,000 shares of common stock, par value $0.00001 (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”) to 310,000,000 share s of capital stock, consisting of 300,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock (“Authorized Stock Increase”);
These actions were approved by written consent on September 30, 2010 by our Board of Directors and a majority of our shareholders in accordance with Section 78.315 and 78.320 of the Nevada Revised Statutes. Our directors and majority of the shareholders of our outstanding Common Stock, as of the record date of September 30, 2010, have approved this amendment after carefully considering it and concluding that approving the amendment was in the best interests of our Company and out shareholders.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least twenty (20) days after the date of this Information Statement has been mailed to our shareholders. This Information Statement is first mailed to you on or about November 19, 2010.
Please feel free to call us at (514) 931-9990 should you have any questions on the enclosed Information Statement.
| | For the Board of Directors of Aultra Gold, Inc. | |
| | | | |
| | By: | /s/ Robert Vivian | |
| | | Name: Robert Vivian Title: President and Chief Executive Officer | |
AULTRA GOLD, INC.
1980, Sherbrooke Street West, Suite 1100
Montreal, Quebec, H3H 1E8
INFORMATION STATEMENT REGARDING
ACTION TO BE TAKEN BY WRITTEN CONSENT OF
MAJORITY SHAREHOLDER
IN LIEU OF A SPECIAL MEETING
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the shareholders of Aultra Gold, Inc. (the “Company”) in connection with the proposed amendments to the Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company to (i) change the name of the Company to Shamika 2 Gold, Inc. (“Name Change”) and to (ii) increase the number of the Company’s authorized shares of capital stock from 60,000,000 shares of capital stock, consisting of 50,000,000 shares of common stock, par value $0.00001 (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”) to 310,000,000 shares of capital stock, consisting of 300,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock (“Authorized Stock Increase”, collectively with the Name Change, the “Amendments”). These actions were approved on September 30, 2010 by our Board of Directors and majority shareholders. This Information Statement has been prepared by our management.
"We," "us," "our," the “Registrant” and the "Company" refers to Aultra Gold, Inc., a Nevada corporation. The amendments to the Company’s Amended and Restated Articles of Incorporation is sometimes referred to as the “Amendments”.
SUMMARY OF CORPORATE ACTIONS
On September 30, 2010, our Board of Director and the holder of a majority of the Company’s Common Stock approved the amendments to the Company’s Amended and Restated Articles of Incorporation which will authorize the Amendments. The Amendments were approved by written consent of the shareholders holding approximately 92% of our outstanding Common Stock (the “Majority Shareholders”). Pursuant to the Nevada Revised Statutes, the Amendments are required to be approved by a majority of our shareholders. This approval could be obtained either by the written consent of the holders of a majority of our issued and outstanding voting securities, or it could be considered by our shareholders at a special shareholders' meeting convened for the specific purpose of approving the Amendments. The Company’s voting securities consist of Common Stock. Each share of Common Stock is entitled to one vote per share on any matter requiring shareholder vote. In order to eliminate the costs and management time involved in holding a special meeting, our Board of Directors voted to utilize the written consent of the Majority Shareholders. The elimination of the need for a meeting of shareholders to approve this action is made possible by Section 78.320 of the Nevada Revised Statutes, as may be amended, which provides that the written consent of the holders of a majority of the outstanding shares of voting capital stock, having no less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present.
As of September 30, 2010, there were 26,452,933 issued and outstanding shares of our Common Stock.
The date on which this Information Statement was first sent to shareholders is on or about November 19, 2010 (the “Mailing Date”). Inasmuch as we will have provided this Information Statement to our shareholders of record as of the record date of September 30, 2010 (“Record Date”) no additional action will be undertaken pursuant to such written consent. Shareholders of record on the Record Date who did not consent to the Amendments are not entitled to dissenter's rights under Nevada law.
The Amendments will be effective twenty (20) days after this Information Statement is first mailed to our shareholders. No further vote of our shareholders is required.
THE AMENDMENTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE CHARTER AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PLEASE NOTE THAT THIS IS NEITHER A REQUEST FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT THAT WILL OCCUR IF THE AMENDMENTS ARE COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDMENT AND THE BACKGROUND OF THESE TRANSACTIONS.
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 our voting securities held of record by them and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
AMENDMENT TO OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE CORPORATION
The change of the Company’s name to Shamika 2 Gold, Inc. will better reflect the Company’s business plan following its reverse acquisition of Shamika Gold, Inc. (“Shamika”) on March 29, 2010, pursuant to the Agreement and Plan of Share Exchange with Shamika and certain shareholders of Shamika.
AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON STOCK FROM 50,000,000 TO 300,000,000
The Amendment authorizes the increase of the number of the Company’s authorized shares of Common Stock, par value $0.00001, from 50,000,000 to 300,000,000. Our Board of Directors believes it is in the Company’s best interests and the best interests of our shareholders to increase the number of authorized shares of our Common Stock to allow for the issuance of shares of our Common Stock or other securities in connection with such potential issuances and such other purposes as our Board of Directors determines.
The increase in the authorized number of shares of our Common Stock will permit our Board of Directors to issue additional shares of our Common Stock without further approval of our shareholders, and our Board of Directors does not intend to seek shareholder approval prior to any issuance of the authorized capital stock unless shareholder approval is required by applicable law or stock market or exchange requirements. Although from time to time we review various transactions that could result in the issuance of shares of our Common Stock, we have not reviewed any transaction to date.
We do not have in place provisions which may have an anti-takeover effect. The increase in the authorized number of shares of our Common Stock did not result from our knowledge of any specific effort to accumulate our securities or to obtain control of us by means of a merger, tender offer, proxy solicitation in opposition to management or otherwise, and we did not take such action to increase the authorized shares of our Common Stock to enable us to frustrate any efforts by another party to acquire a controlling interest or to seek representation on our Board of Directors.
The issuance of additional shares of our Common Stock may have a dilutive effect on earnings per share and on the equity and voting power of existing security holders of our Common Stock, and such issuance may not require shareholder approval. It may also adversely affect the market price of our Common Stock. However, if additional shares are issued in transactions whereby favorable business opportunities are provided which allow us to pursue our business plans, the market price of our Common Stock may increase.
ACTIONS BY THE BOARD OF DIRECTORS
AND
CONSENTING SHAREHOLDERS
In accordance with Section 78.315 and 78.320 of the Nevada Revised Statutes, the following actions were taken based upon the unanimous recommendation and approval by the Company's Board of Directors and the written consent of the Majority Shareholders.
AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
On September 30, 2010, our Board of Directors, believing it to be in the best interests of the Company and its shareholders approved, and recommended that the shareholders of the Company approve the Amendments. The Amendments are reflected in the Form of Certificate of Amendment to the Amended and Restated Articles of Incorporation, which is attached hereto as Exhibit A, and incorporated herein by reference.
Authorization of Name Change
On September 30, 2010, our Board of Directors adopted a resolution declaring it advisable to amend our Amended and Restated Articles of Incorporation to effect the Name Change. Our Board of Directors further directed that the Certificate of Amendment to the Amended and Restated Articles of Incorporation be submitted for consideration by our shareholders. By written consent dated as of September 30, 2010, of the Board of Directors and the Majority Shareholders approved and adopted resolutions to amend the Company’s Amended and Restated Articles of Incorporation to reflect the Name Change.
Authorization of Increase in Number of Common Stock
On September 30, 2010, our Board of Directors adopted a resolution declaring it advisable to amend our Amended and Restated Articles of Incorporation to effect the Authorized Share Increase. Our Board of Directors further directed that the Amended and Restated Articles of Incorporation be submitted for consideration by our shareholders. By written consent dated as of September 30, 2010, of the Board of Directors and the Majority Shareholders approved and adopted resolutions to amend the Company’s Amended and Restated Articles of Incorporation to reflect the Authorized Share Increase.
Effective Time of the Amendments
We intend to file, as soon as practicable on or after the twentieth (20th) day after this Information Statement is sent to our shareholders, an amendment to our Amended and Restated Articles of Incorporation effectuating the creation of the Amendments with the Secretary of State of Nevada. The Amendments to our Amended and Restated Articles of Incorporation will become effective at the close of business on the date the Certificate of Amendment to the Amended and Restated Articles of Incorporation is accepted for filing by the Secretary of State of Nevada. It is presently contemplated that such filing will be made approximately twenty (20) days from the date that this Information Statement is sent to our shareholders. A copy of the Certificate of Amendment to the Amended and Restated Arti cles of Incorporation is attached to this Information Statement as Appendix A. The text of the Certificate of Amendment to the Amended and Restated Articles of Incorporation is subject to modification to include such changes as may be required by the Nevada Secretary of State to effectuate the Amendments.
No Appraisal Rights for the Amendments
Under Nevada law, the Company’s shareholders are not entitled to appraisal rights with respect to the Amendments and the Company will not independently provide shareholders with any such right.
DESCRIPTION OF SECURITIES
Description of Common Stock
Number of Authorized and Outstanding Shares. The Company's Amended and Restated Articles of Incorporation authorizes the issuance of 50,000,000 shares of Common Stock, par value $.00001 per share of which 26,452,933 shares were outstanding on September 30, 2010. All of the outstanding shares of Common Stock are fully paid and non-assessable.
Voting Rights. Holders of shares of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders. Accordingly, the holders of in excess of 50% of the aggregate number of shares of Common Stock outstanding will be able to elect all of the directors of the Company and to approve or disapprove any other matter submitted to a vote of all shareholders. The holders of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our b usiness. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.
Other. Holders of Common Stock have no cumulative voting rights. Holders of Common Stock have no preemptive rights to purchase the Company's Common Stock. There are no conversion rights or redemption or sinking fund provisions with respect to the Common Stock.
Transfer Agent. Shares of Common Stock are registered at the transfer agent and are transferable at such office by the registered holder (or duly authorized attorney) upon surrender of the Common Stock certificate, properly endorsed. No transfer shall be registered unless the Company is satisfied that such transfer will not result in a violation of any applicable federal or state security laws. The Company’s transfer agent for its Common Stock is Continental Stock Transfer & Trust, 17 Battery Place, 8th Floor, New York, New York 10004 (212) 509-4000.
DESCRIPTION OF PREFERRED STOCK
Number of Authorized and Outstanding Shares. The Company's Amended and Restated Articles of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $.00001 per share ("Preferred Stock") in one or more series with such limitations and restrictions as may be determined in the sole discretion of the Company's Board of Directors, with no further authorization by stockholders required for the creation and issuance thereof. As of September 30, 2010, there were no shares of Preferred Stock issued and outstanding.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of September 30, 2010 with respect to any person (including any "group", as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") who is known to the Company to be the beneficial owner of more than five percent of any class of the Company's voting securities, and as to those shares of the Company's equity securities beneficially owned by each its directors, the executive officers of the Company and all of its directors and executive officers of the Company and all of its directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to the directors and officers of the Company, is based on a review of statements filed, with the Securities and Exchange commission (the "Commission") pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to the Company's Common Stock.
The table also shows the number of shares beneficially owned as of September 30, 2010 by each of the individual directors and executive officers and by all directors and executive officers as a group.
| Name of Beneficial Owner | | Common Stock Beneficially Owned (1) | | Percentage of Common Stock (1) |
| Robert Vivian | | 162,653 | | 0.33% |
| Shamika Resources | | 24,564,980 | | 49.00% |
| Anthony Keough | | 0 | | 0.00% |
| Terence Orstlan | | 0 | | 0% |
| All officers and directors as a group ( 1 person) | | 162,653 | | 0.33% |
| (1) | Applicable percentage ownership is based on 26,452,933 shares of common stock outstanding as of September 30, 2010, together with securities exercisable or convertible into shares of common stock within 60 days September 30, 2010 for each stockholder Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of September 30, 2010 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
ANNUAL AND QUARTERLY REPORTS; INCORPORATION BY REFERENCE AND WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
The Company is required to file annual, quarterly and special reports, and other information with the Securities and Exchange Commission (“SEC”). You may read and copy any document The Company filed at the SEC's public reference rooms at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at (202) 942-8088 for more information on the operation of the public reference rooms. Copies of The Company’s SEC filings are also available to the public from the SEC's web site at www.sec.gov.
The SEC allows us to "incorporate by reference" information into this proxy statement, which means that we can disclose important information to you by referring you to another document or report filed separately with the SEC. The information incorporated by reference is deemed to be a part of this Information Statement, except to the extent any information is superseded by this Information Statement. The following documents which have been filed by The Company with the Securities and Exchange Commission (SEC File Number 0001368055) and contain important information about The Company and its finances, are incorporated into this Information Statement:
• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 was filed with the Commission on April 15, 2010.
• Our Quarterly Reports on Form 10-Q filed for the quarters ending March 31, 2010 and June 30, 2010 were filed on May 24, 2010 and August 16, 2010, respectively.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this Information Statement will be deemed to be modified or superseded for purposes of this Information Statement to the extent that a statement contained in this Information Statement or any other subsequently filed document that is deemed to be incorporated by reference into this Information Statement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Information Statement. The Annual Report incorporated by reference into this Information Statement is being delivered to our stockholders along with this Information Statement.
| | | | |
| | AULTRA GOLD, INC. | |
| | | | |
| | By: | /s/ Robert Vivian | |
| | Name: Robert Vivian Title: President and Chief Executive Officer | |
| | | |
APPENDIX A
CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
AULTRA GOLD, INC.
a Nevada Corporation
PURSUANT TO SECTIONS 78.385 AND 78.390 OF THE NEVADA
REVISED STATUTES
Aultra Gold, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Corporation"), hereby certifies as follows:
1. The name of the Corporation is Aultra Gold, Inc. and the original Articles of Incorporation of the Corporation was filed with the Secretary of State of the State of Nevada on January 26, 2005.
2. The articles have been amended as follows:
ARTICLE I
The name of the corporation (hereinafter referred to as the ("Corporation") is:
"Shamika 2 Gold, Inc."
ARTICLE III
(a) Authorized Capital Stock.
(i) The total number of shares of stock that the Corporation shall have authority to issue is 310,000,000, consisting of (i) 300,000,000 shares of Common Stock, par value $0.001 per share ("Common Stock") and (ii) 10,000,000 shares of Preferred Stock, par value $0.001 per share ("Preferred Stock").
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a last a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 92.8%.
Signed on: ______ __, 2010
By: ___________________
Name: Robert Vivian
Title: Authorized Officer
9
