UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary information statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive information statement
Dialex Minerals, Inc.
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(Name of Registrant as Specified in Its Charter)
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[X] No fee required.
[ ] 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:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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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(4) Date Filed:
Dialex Minerals, Inc.
50 Richmond Street East, Suite 300
Toronto, Ontario M5C 1N7
Canada
February 2, 2005
Dialex Minerals, Inc.
50 Richmond Street East, Suite 300
Toronto, Ontario M5C 1N7
Canada
February 2, 2005
Dear Stockholder:
We have obtained the written consent of certain of our stockholders
dated February 2, 2005 to approve the reverse split of our common stock of all
shareholders of record as of March 16, 2005 on the basis of one share for every
22 shares held. The purpose of the reverse split is to change the current
capital structure of the Company so the Company would be in a more advantageous
position to consummate a business transaction which would potentially be more
beneficial to the shareholders. We will also amend our name to Reliant Home
Warranty Corporation as approved by shareholders representing a majority of the
voting power of the currently issued and outstanding common stock of the
Company. Your consent is not required and is not being solicited in connection
with these actions.
Pursuant to Section 607.0704 of the Florida Business Corporation Act,
you are hereby being provided with notice of the approval of these actions by
less than unanimous written consent of our stockholders. Pursuant to the
Securities Exchange Act of 1934, as amended, with this letter you are being
furnished an information statement relating to these actions.
By Order of the Board of Directors
/s/ Alexander G. Stewart,
----------------------------
Alexander G. Stewart
Chairman of the Board of Directors
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INFORMATION STATEMENT
GENERAL
This Information Statement (the "Statement") is being furnished on or
about February 11, 2005 by Condor Gold Corp., who is a majority shareholder, an
Ontario corporation (the "Corporation") to record holders of common stock as of
the record date of March 16, 2005 (the "Record Date") in connection with a
written consent (the "Consent"), from the holder of the majority of common stock
of the Corporation in lieu of holding a meeting ("Holder"):
(1) Amend the Corporation's Articles of Incorporation so as to change
the name of the Company to Reliant Home Warrant Corporation;
(2) Authorize a reverse split of the Corporation's common stock on a
basis of 1 share for every 22 shares held;
(3) To obtain a new CUSIP number and trading symbol for the issuance of
new stock certificates.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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SUMMARY OF THE CONSENT
----------------------
The Consent represents the approval by the Holder to:
(1) Take all actions necessary to cause a reverse split of the
Company's common stock on a 1 for 22 basis for the purpose of
recapitalizing the Company for a potential business transaction.
Such actions include notification being provided as required by the
NASDAQ Stock Market for any issuer on the OTC Market;
(2) To amend the name of the Company to Reliant Home Warranty
Corporation; and
(3) To obtain a new CUSIP number and trading symbol reflecting both the
reverse stock split and name change of the Company.
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HISTORY BEHIND THE CONSENT
--------------------------
Before the Consent was executed, the current directors of the Company
as set forth below determined that the actions taken by the Consent were
appropriate and ultimately in the best interest of the shareholders. The
directors of the Company along with a majority of the shares voted to take such
actions and as such were obligated to notify all shareholders who did not vote
their respective shares. This Information Statement is provided to all
shareholders for the purpose of meeting the notice requirements to shareholders.
The following directors represent all directors of the Company who executed the
Directors' Consent.
Alexander G. Stewart, Chairman and Chief Executive Officer
Wallace Stonehouse, Director
Neil Novak, Director
Stephen Stewart, Director
L. Kirk Boyd, Director and Chief Financial Officer
Current Directors
Alexander Stewart, age 59, the Chairman and CEO of Condor Gold has been
the president of RTO Capital Corp. for the past 10 years and a corporate lawyer
for over 30 years. Mr. Stewart has been Chairman and CEO of Northville Gold
Corp. and Condor Gold Corp. since 2000 and 2002, respectively. Both companies
are involved in resource exploration.
Dr. Wallace Stonehouse, age 57, has been President and CEO of Comforce
Inc., a financial advisory company, for over 10 years. Dr. Stonehouse has been
involved in trading markets and capitalizing public companies for the past 20
years. Dr. Stonehouse was a partner in Toronto Veterinary Group for 1969 to
1971.
Neil Novak, age 52, has over 27 years experience in the mining
industry, the last 10 of which have been directly related to the diamond
exploration industry. Since 2001, Mr. Novak has been president of Billiken
Management Services, Inc., an exploration management and consulting firm. From
1997 to 2000, he was President and CEO of Karmin Exploration Inc., a junior base
metal explorer in Brazil. From 1995 to 1997, he was the International Explorer
Manager for KWG Resources Inc., and Ste Genevieve Group of Companies, a group of
companies active in exploration in North and South America, the Caribbean,
Africa, the Far East and Russia. In 1983, Mr. Novak founded and continues to run
Nominex, a consulting company involved in providing management services for all
aspects of mineral exploration activity in the mining industry.
Stephen Stewart, age 25, has been the Vice President of RTO Capital
Corp., a Toronto-based merchant bank since 2000. RTO Capital Corp. provides
financing to small and mid-sized Canadian companies. Mr. Stewart also holds the
position of Vice President of RTO Zarex Ltd., a Toronto-based consulting
services company advising and assisting clients in areas of expansion,
franchising and consolidation. Mr. Stewart was a university student prior to
2000.
L. Kirk Boyd, age 54, has over 30 years experience in the field of
finance and administration in both Fortune 500 corporations and entrepreneurial
organizations in consumer products and technology industries. In 1992 he founded
Kirk Boyd & Associates, a consulting company providing executive services and
specializing in strategic planning, corporate restructuring and financial
management. In 1997, he joined RTO Capital Corp. as Director and Vice President
of Finance and was involved in merchant banking specializing in equity financing
for small and micro-cap Canadian companies with a global perspective. Since
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2002, he has returned to his consulting practice and has concentrated on
corporate governance and regulatory reporting and disclosure for mid-size
companies which are publicly traded on North American stock exchanges.
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
As of the Record Date, there were 44,188,816 shares of Common Stock
issued and outstanding. The following table sets forth, as of the Record Date
the number of shares of Common Stock of the Corporation owned by (i) those
persons known by the Corporation to be owners of more than 5% of the
Corporation's Common Stock (ii) each director of the Corporation (iii) each
executive officer of the Corporation, (iv) all executive officers and directors
of the Corporation as a group.
Common Stock
Name and Address Beneficially Owned
of Beneficial Owner (1)
- --------------------------------------------------------------------------------
Number Percent
--------- -------
Alexander G. Stewart, Director
3315 Crompton Cres.
Mississauga, ON L5B 4C8 2,155,000 4.9%
Dr. Wallace Stonehouse, Director 54 Davenport Rd.
Toronto, ON M5R 1J2 1,555,000 3.5%
Kirk Boyd, Director
188 Romain Cres.
Oakville, ON L6H 5A4 805,840 1.8%
Neil Novak, Director
138 Cranston Ave.
Cambridge, ON N1T 1J7 107,000 0.2%
Steven Stewart, Director
18 Beverly St., Suite 706
Toronto, ON 0 0%
Condor Gold Corp.
50 Richmond St. East, Suite 300
Toronto, ON M5C 1N7 32,455,000 73.4%
All Officers and Directors as a Group (5) 4,622,840 10.4%
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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RATIONALE FOR THE CONSENT
-------------------------
Reasons for the Consent
The following discussion of the reasons for signing the Consent
contains forward-looking statements that reflect the current views of the
Corporation with respect to the future events that may have an effect on its
future financial performance. Forward-looking statements are subject to risks
and uncertainties. Actual results and outcomes may differ materially from the
results and outcomes discussed in the forward-looking statements.
The following factors were evaluated and reviewed by the consenting
stockholder before signing the Consent:
o The potential for the Company to consummate a profitable business
transaction.
o The need to reverse split the common stock to recapitalize the
Company for a potential business opportunity
o The need to change the name of the Company to a name more in line
with the potential future business of the Company.
The discussion of the information and factors above is not intended to
be exhaustive. In view of the number and wide variety of factors considered in
connection with the evaluation of the Consent, and the complexity of these
matters, it was not useful to, nor was any attempt made to, quantify, rank or
otherwise assign relative weights to the specific factors favoring the action
taken by the Consent. In addition, there was no undertaking to make any specific
determination to take the action in the Consent or to assign any particular
weight to any factor, but rather an overall analysis of the factors described
above was conducted.
For the reasons set forth above, it was determined that the Consent is
fair and in the best interests of the Company and the Company's shareholders.
THERE CAN BE NO ASSURANCE THAT THE BENEFITS OR OPPORTUNITIES DISCUSSED
HEREIN WILL BE ACHIEVED THROUGH THE ACTION TAKEN BY THE CONSENT.
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STOCKHOLDERS CONSENTS
---------------------
The Consent
In accordance with Section 607.0704 of the Florida Business Corporation
Act ("FBCA"), a majority of the 44,188,816 outstanding shares of common stock as
of the Record Date was needed to sign the Consent. 32,455,000 shares signed the
Consent, constituting a majority of the outstanding shares of common stock
entitled to vote thereon as of the Record Date.
This Information Statement represents the consenting stockholders'
notice to non-consenting stockholders of the action taken by the Consent in
accordance with Section 607.0704 of the FBCA.
The Consent has allowed the Corporation to complete a reverse split of
its common stock along with obtaining a CUSIP number and new trading symbol.
WHERE YOU CAN FIND MORE INFORMATION
-----------------------------------
The Corporation files Annual Reports and other information with the
SEC. You may read and copy any reports, statements or other information we file
at the SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's regional offices located at 233 Broadway, New York, New
York 10279; 801 Brickell Ave., Suite 1800, Miami, Florida 33131; 175 W. Jackson
Boulevard, Suite 900, Chicago, Illinois 60604; 1801 California Street, Suite
4800, Denver, Colorado 80202-2648 or 5670 Wilshire Boulevard, Suite 1100, Los
Angeles, California 90036-3648. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from commercial document retrieval services and at the
website maintained by the SEC at http://www.sec.gov.
The SEC allows the Corporation to "incorporate by reference"
information into this Information Statement, which means that we can disclose
important information by referring you to another document filed separately with
the SEC. Our Annual Report on Form 10-KSB for the year ended December 31, 2003
is incorporated by reference into this Information Statement and is deemed to be
a part of this Information Statement, except for any information superseded by
information contained directly in this Information Statement. All documents
filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date hereof and prior to the effective date of
the reorganization shall also be deemed to be incorporated by reference into
this Information Statement.
You should rely only on the information contained in this Information
Statement. We have not authorized anyone to provide you with information that is
different from what is contained in this Information Statement. You should not
assume that the information contained in this Information Statement is accurate
as of any date other than that date, and the mailing of the Information
Statement to stockholders shall not create any implication to the contrary.
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