AMENDMENT NO. 2 TO
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
[ ] Definitive Information Statement
INTERGOLD CORPORATION
________________________________________________
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[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
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: _________
(4) Date Filed: __________
INTERGOLD CORPORATION
435 Martin Street, Suite 2000
Blaine, Washington 98230
INFORMATION STATEMENT
Dated
September 26, 2003
GENERAL
This Information Statement is being circulated to the shareholders of
Intergold Corporation, a Nevada corporation (the "Company"), in connection with
the taking of corporate action without a meeting upon the written consent (the
"Written Consent") of the holders of a majority of the outstanding shares of the
Company's $0.00025 par value common stock (the "Common Stock"). The names of the
shareholders who will be signing the Written Consent and their respective equity
ownership of the Company are as follows: (i) Alexander Cox holding of record
76,378 shares of Common Stock (14.7%); (ii) Intergold Mining Corporation holding
of record 58,081 shares of Common Stock (11.1%); Investor Communications
International, Inc. holding of record 23,308 shares of Common Stock (4.5%);
Newport Capital Corp. holding of record 13,594 shares of Common Stock (2.6%);
and TriStar Financial Services, Inc. holding of record 106,527 shares of Common
Stock (20.44%).
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
As more completely described below, the matters upon which action is
proposed to be taken are: (i) to approve a proposed amendment (the "Amendment")
to the Company's Articles of Incorporation, as amended (the "Articles"), to
effectuate a proposed change in the name of the Company (the "Name Change") to
Lexington Resources Inc. in the event the proposed transaction with Lexington
Oil & Gas Ltd. is consummated, or to such other name as may be approved by the
Board of Directors of the Company in its sole and absolute discretion to reflect
proposed future business operations.
The date, time and place at which action is to be taken by written
consent on the matters to be acted upon, and at which consents are to be
submitted, is November 19, 2003, at 10:00 a.m. (Pacific Time) at 435 Martin
Street, Suite 2000, Blaine, Washington 98230.
This information statement is being first sent or given to security
holders on approximately October 30, 2003.
VOTING SECURITIES AND VOTE REQUIRED
On September 5, 2003, the Board of Directors authorized and approved,
subject to shareholder approval, the proposed amendment to the Company's
Articles of Incorporation to effectuate the Name Change, which the Board of
Directors deemed to be in the best interests of the Company and its
shareholders. The Board of Directors further authorized the preparation and
circulation of this information statement and a shareholders' consent to the
holders of a majority of the outstanding shares of the Company's Common Stock.
There are currently 521,184 shares of the Company's Common Stock
outstanding, and each share of Common Stock is entitled to one vote. The Written
Consent of ten (10) or less shareholders of the Company holding at least 260,593
shares of the Common Stock issued and outstanding is necessary to approve the
matters being considered. The record date for determining shareholders entitled
to vote or give Written Consent is September 30, 2003 (the "Record Date").
Except for the Common Stock there is no other class of voting securities
outstanding at this date.
The matters upon which action is proposed to be taken are: (i) the
approval of the Amendment to the Company's Articles to effectuate the Name
Change to Lexington Resources, Inc. or to such name as may be approved by the
Board of Directors of the Company in its sole and absolute discretion.
The cost of this Information Statement, consisting of printing,
handling and mailing of the Information Statement and related material, and the
actual expense incurred by brokerage houses, custodians, nominees and
fiduciaries in forwarding the Information Statement to the beneficial owners of
the shares of Common Stock, will be paid by the Company.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
CURRENT OFFICERS AND DIRECTORS
As of the date of this Information Statement, the director and
executive officer of the Company is as follows:
Name Age Position with the Company
____________ ___ __________________________________
Grant Atkins 43 President/CFO/Secretary/Treasurer
and Director
As of the date of this Information Statement, the director and
executive officer of the Company's wholly-owned subsidiary, International Gold
Corporation ("INGC") is as follows:
Name Age Position with the Company
____________ ___ __________________________________
Grant Atkins 43 President/Secretary/Treasurer and
Director
GRANT ATKINS has been the President of the Company since 2001 and the
Secretary, Treasurer and a Director of the Company since September of 1998. Mr.
Atkins has also been the sole director and the President, Secretary and
Treasurer of International Gold Corporation since March of 1998. Mr. Atkins has
provided organization and administrative role in the Company since its
formation. For the past six years, Mr. Atkins has been self-employed and has
acted as a financial and project coordination consultant to clients in
government and private industry. He has extensive multi-industry experience in
the fields of finance, administration and business development. During 1998
through current date, Mr. Atkins has provided consulting services through
Investor Communications International, Inc. Mr. Atkins is a member of the board
of directors of Transax International Limited, formerly known as Transax Corp.,
a publicly traded corporation in electronic data transaction processing
industry. Mr. Atkins is also a member of the board of directors of GeneMax
Corp., a publicly traded biotechnology corporation specializing in the discovery
and development of immunotherapeutics aimed at the treatment and eradication of
cancer and therapies for infectious diseases, autoimmune disorders and
transplant tissue rejection.
The Company's directors are elected annually to serve until the next
annual meeting of shareholders or until their successors shall have been elected
and qualified. The Company's bylaws provide that the number of directors of the
Company shall be fixed by resolution of the board of directors as are prescribed
by statute. In the event the proposed acquisition of Lexington Oil & Gas Ltd. is
consummated, the Board of Directors of the Company intends to appoint additional
directors to fill the vacancies on the board. In accordance with terms of the
proposed definitive agreement between the Company and Lexington Oil & Gas Ltd.,
it is contemplated that the number of directors to be authorized by future
resolution of the Board of Directors will be three (3).
AUDIT COMMITTEE
As of the date of this Information Statement the Company has not
appointed members to an audit committee. As of the date of this Information
Statement no audit committee exists. Therefore, the role of an audit committee
has been conducted by the Board of Directors of the Company.
In the event the proposed transaction with Lexington Oil & Gas Ltd. is
consummated and the Board of Directors of the Company appoints additional
directors, the Company intends to establish an audit committee. When
established, the audit committee will be comprised of two disinterested members.
When established, the audit committee's primary function will be to provide
advice with respect to the Company's financial matters and to assist the Board
of Directors in fulfilling its oversight responsibilities regarding finance,
accounting, tax and legal compliance. The audit committee's primary duties and
responsibilities will be to: (i) serve as an independent and subjective party to
monitor the Company's financial reporting process and internal control system;
(ii) review and appraise the audit efforts of the Company's independent
accountants; (iii) evaluate the Company's quarterly financial performance as
well as its compliance with laws and regulations; (iv) oversee management's
establishment and enforcement of financial policies and business practices; and
(v) provide an open avenue of communication among the independent accountants,
management and the Board of Directors.
As of the date of this Information Statement, the Board of Directors
has considered whether the provision of such non-audit services would be
compatible with maintaining the principal independent accountant's independence.
The Board of Directors considered whether the independent principal accountant's
independent, and concluded that the auditor for the previous fiscal year ended
December 31, 2002 was independent.
AUDIT FEES
During fiscal year ended December 31, 2002, the Company incurred
approximately $5,000 in fees to its principal independent accountant for
professional services rendered in connection with audit of the Company's
financial statements for fiscal year ended December 31, 2002 and $5,000 for the
review of the Company's financial statements for the quarters ended March 31,
2002, June 30, 2002 and September 30, 2002.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During fiscal year ended December 31, 2002, the Company did not incur
any fees for professional services rendered by its principal independent
accountant for certain information technology services which may include, but is
not limited to, operating or supervising or managing the Company's information
or local area network or designing or implementing a hardware or software system
that aggregate source data underlying the financial statements.
ALL OTHER FEES
During fiscal year ended December 31, 2002, the Company did not incur
any other fees for professional services rendered by its principal independent
accountant for all other non-audit services which may include, but is not
limited to, tax-related services, actuarial services or valuation services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date
concerning: (i) each person who is known by the Company to own beneficially more
than five percent (5%) of the Company's outstanding Common Stock; (ii) each of
the Company's executive officers, directors and key employees; and (iii) all
executive officers and directors as a group. Common Stock not outstanding but
deemed beneficially owned by virtue of the right of an individual to acquire
shares within 60 days is treated as outstanding only when determining the amount
and percentage of Common Stock owned by such individual. Except as noted, each
person or entity has sole voting and sole investment power with respect to the
shares shown.
CLASS OF STOCK NAME AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNERSHIP OF OWNERSHIP
________________________________________________________________________________
(2) (1)
Common Stock Sonanini Holdings Ltd. 114,090 21.89%
1006 - 100 Park Royal
Vancouver, British Columbia
Canada V7T 1A2
(3) (1)
Common Stock TriStar Financial 106,527 20.44%
Services Inc.
435 Martin Street, Suite 2000
Blaine, Washington 98270
(4) (1)
Common Stock Intergold Mining 58,081 11.14%
Corporation
3305 W. Spring Mountain Rd.
Suite 60
Las Vegas, Nevada 89102
(1)
Common Stock Alexander W. Cox 76,378 14.65%
428 - 755 Burrard Street
Vancouver, British Columbia
Canada V6Z 1X6
Common Stock All officers and directors -0-
as a group (1 person)
________________________________________________________________________________
(1)
These are restricted shares of Common Stock.
(2)
The sole officer/shareholder of Sonanini Holdings Ltd. is Wolfgang Rauball
with a business address of Kartnerring 5-7, Top 3D A, 1010 Vienna, Austria. The
sole director of Sonanini Holdings Ltd. is Vojtech Agyagos with a business
address of 1006 - 100 Park Royal, West Vancouver, British Columbia, Canada V7T
1A2.
(3)
The sole officer/director of TriStar Financial Services, Inc. is Marcus
Johnson, a U.S. citizen, with a business address of 4507 Lakeway Drive,
Bellingham, Washington 98226. The sole shareholder of TriStar is Colonial
Financial Group, Inc., with a business address of Gubelstrasse 15, CH-6300, 2
u.g., Switzerland.
(4)
The sole officer/director of Intergold Mining Corporation is Grant R. Atkins,
who is also the sole officer/director of the Company.
EXECUTIVE COMPENSATION
As of the date of this Information Statement, all executive officers
and directors of the Company are reimbursed for any out-of-pocket expenses
incurred by them on behalf of the Company. Previously, all officers of the
Company may be paid up to $5,000 per month for their executive officer roles,
however, no such expenses were incurred during fiscal year ended December 31,
2002. As of fiscal year ended December 31, 2001, the Company had accrued a total
of approximately $52,000 as officers and directors executive compensation, which
was cancelled effective December 31, 2001, resulting in a recovery of directors'
fees for fiscal year ended December 31, 2001. None of the Company's directors or
officers are party to employment agreements with the Company. The Company
presently has no pension, health, annuity, insurance, profit sharing or similar
benefit plans.
However, Grant Atkins, a director and officer of the Company,
indirectly derives remuneration from the Company through Investor Communications
International, Inc. ("ICI"), which provides a wide range of management,
financial and administrative services to the Company. Mr. Atkins is employed by
ICI and part of the management team provided by ICI to the Company.
The Company and ICI entered into a two-year consulting services and
management agreement dated January 1, 1999 and the Company's subsidiary,
International Gold Corporation, and Amerocan entered into a similar agreement
dated January 1, 1999 whereby ICI and Amerocan perform a wide range of
management, administrative, financial, marketing and public company services
including, but not limited to, the following: (i) international business
relations and strategy development, (ii) investor relations and shareholder
liaison, (iii) corporate public relations, press release and public information
distribution, (iv) property exploration management, including administration of
metallurgical development, metallurgical liaison, BLM liaison, engineering
company liaison, drilling administration, geologist liaison, mapping, survey and
catalogue, geostatistical liaison, environmental research, geological reports
compilation and due diligence efforts, (v) administration, including auditor and
legal liaison, media liaison, corporate minutebook maintenance and record
keeping, corporate secretarial services, printing and production, office and
general duties, and (vi) financial and business planning services, including
capital and operating budgeting, banking, bookkeeping, documentation, database
records, preparation of financial statements and creation of annual reports. On
January 1, 2001, the Company and ICI and International Gold Corporation and
Amerocan, respectively, renewed its consulting services and management agreement
for an additional two-year period. Subsequent to January 1, 2003, the consulting
agreement with ICI has been extended on a month-to-month basis and the
consulting agreement with Amerocan has expired and will not be renewed.
All such contractual relations previously entered into between the
Company and ICI have been negotiated and entered at arms' length. Any such
future contractual relations between the Company and ICI will be negotiated and
entered into at arms' length pursuant to which ICI may provide to the Company
such finance and consulting services as may be determined by the Board of
Directors, from time to time, and in its sole and absolute discretion, in order
to develop the various business interests of the Company. The Board of Directors
does not believe that any conflicts will arise between the Company and ICI
pertaining to the director/officer position held by Mr. Atkins for the Company
and his employment with ICI. If any such conflicts arise, such conflicts are
intended to be resolved through the exercise by Mr. Atkins of judgment
consistent with his fiduciary duties to the Company. Mr. Atkins and other
officers and directors of the Company intend to resolve such conflicts in the
best interests of the Company.
During fiscal year ended December 31, 2002, $106,000 was incurred
payable to ICI and Amerocan for amounts due and owing for operational
management, administrative, financial and other services rendered. During fiscal
year ended December 31, 2002, net cash advances of $11,950 were made by ICI to
the Company. During fiscal year ended December 31, 2002, the Company paid $-0-
to ICI and Amerocan towards an aggregate principal amount due of $872,803 and
$151,000, respectively, plus accrued interest.
During fiscal year ended December 31, 2002, Grant Atkins received
approximately $17,325 from ICI for services provided to the Company. See
"Summary Compensation Table" below.
Executive compensation is subject to change concurrent with the
Company's requirements. None of the officers and directors of the Company are
officers or directors of Amerocan or ICI, nor does the Company own of record
capital stock of Amerocan or ICI.
SUMMARY COMPENSATION TABLE
Annual Compensation Awards Payouts
______________________ ___________ _______
$ $ $ $ # $
Name/Position Year Salary Bonus Other RSA Options LTIP Other
______________ ____ ______ _____ _____ ___ _______ ______ _____
(1) (2)
Gary Powers 2000 0 0 $33,000 0 100,000 0 0
Prior Pres./ 2001 0 0 0 0 0 0 0
Director 2002 0 0 0 0 0 0 0
(1) (2)
Grant Atkins 2000 0 0 $57,500 0 1,000,000 0 0
Pres./Director 2001 0 0 $12,500 0 0 0 0
2002 0 0 $17,325 0 0 0 0
(1) (2)
Harold Gooding 2000 0 0 $13,500 0 200,000 0 0
Prior Director 2001 0 0 0 0 0 0 0
2002 n/a
(1)
Received pursuant to respective contractual arrangements between the Company
and Guest Investments, Ltd., and/or Amerocan Marketing, Inc. and/or ICI.
(2)
During 1997, the Board of Directors of the Company authorized a
Non-Qualified Stock Option Plan (the "Non-Qualified SOP"). The Non-Qualified SOP
authorized the issuance of 2,000,000 stock options exercisable at $.50 per share
of common stock and an additional 2,500,000 stock options exercisable at $1.00
per share. All stock options granted expired December 27, 2017. During fiscal
years ended 1999 and 2000, the Board of Directors of the Company authorized the
grant of stock options to certain officers, directors and significant
consultants. Subsequent to June 30, 2003, and as of the date of this Information
Statement, the Board of Directors of the Company voted to terminate the
Non-Qualified SOP and to unilaterally cancel the stock options as granted. The
Board of Directors based its decision regarding cancellation of the stock
options on the fact that the Non-Qualified SOP and subsequent grants of stock
options were done at a time when management anticipated that the Company would
have a viable and ongoing business development venture relating to the mining
claims located on the Blackhawk Property. The grantees did not perform the
services intended as the gold mining claims did not contain any gold and
associated business operations failed. The business venture was subject to
litigation (as previously disclosed in regulatory filings) and is no longer
being pursued by the Company. Therefore, the above-referenced stock options have
been cancelled.
STOCK OPTION PLAN
On March 15, 2003, the Board of Directors of the Company unanimously
approved and adopted a stock option plan (the "Stock Option Plan"). On August 7,
2003, the shareholders of the Company approved the Stock Option Plan. The
purpose of the Stock Option Plan is to advance the interests of the Company and
its shareholders by affording key personnel of the Company an opportunity for
investment in the Company and the incentive advantages inherent in stock
ownership in the Company. Pursuant to the provisions of the Stock Option Plan,
stock options (the "Stock Options") will be granted only to key personnel of the
Company, generally defined as a person designated by the Board of Directors upon
whose judgment, initiative and efforts the Company may rely including any
director, officer, employee or consultant of the Company.
The Stock Option Plan is to be administered by the Board of Directors
of the Company, which shall determine (i) the persons to be granted Stock
Options under the Stock Option Plan; (ii) the number of shares subject to each
option, the exercise price of each Stock Option; and (iii) whether the Stock
Option shall be exercisable at any time during the option period of ten (10)
years or whether the Stock Option shall be exercisable in installments or by
vesting only. The Stock Option Plan provides authorization to the Board of
Directors to grant Stock Options to purchase a total number of shares of common
stock of the Company, not to exceed 3,500,000 post-Reverse Stock Split shares as
at the date of adoption by the Board of Directors of the Stock Option Plan. At
the time a Stock Option is granted under the Stock Option Plan the Board of
Directors shall fix and determine the exercise price at which shares of common
stock of the Company may be acquired; provided, however, that any such exercise
price shall not be less than that permitted under the rules and policies of any
stock exchange or over-the-counter market which is applicable to the Company.
In the event an optionee who is a director or officer of the Company
ceases to serve in that position, any Stock Option held by such optionee
generally may be exercisable within up to ninety (90) calendar days after the
effective date that his position ceases, and after such 90-day period any
unexercised Stock Option shall expire. In the event an optionee who is an
employee or consultant of the Company ceases to be employed by the Company, any
Stock Option held by such optionee generally may be exercisable within up to
sixty (60) calendar days (or up to thirty (30) calendar days where the optionee
provided only investor relations services to the Company) after the effective
date that his employment ceases, and after such 60- or 30-day period any
unexercised Stock Option shall expire.
No Stock Options granted under the Stock Option Plan will be
transferable by the optionee, and each Stock Option will be exercisable during
the lifetime of the optionee subject to the option period of ten (10) years or
limitations described above. Any Stock Option held by an optionee at the time of
his death may be exercised by his estate within one (1) year of his death or
such longer period as the Board of Directors may determine.
The exercise price of a Stock Option granted pursuant to the Stock
Option Plan shall be paid in cash or certified funds upon exercise of the
option.
Incentive Stock Options
The Stock Option Plan further provides that, subject to the provisions
of the Stock Option Plan and prior shareholder approval, the Board of Directors
may grant to any key personnel of the Company who is an employee eligible to
receive options one or more incentive stock options to purchase the number of
shares of common stock allotted by the Board of Directors (the "Incentive Stock
Options"). The option price per share of common stock deliverable upon the
exercise of an Incentive Stock Option shall be no less than fair market value of
a share of common stock on the date of grant of the Incentive Stock Option. In
accordance with the terms of the Stock Option Plan, "fair market value" of the
Incentive Stock Option as of any date shall not be less than the closing price
for the shares of common stock on the last trading day preceding the date of
grant. The option term of each Incentive Stock Option shall be determined by the
Board of Directors, which shall not commence sooner than from the date of grant
and shall terminate no later than ten (10) years from the date of grant of the
Incentive Stock Option, subject to possible early termination as described
above.
As of the date of this Information Statement, no Stock Options nor
Incentive Stock Options have been granted. The Company may cause to be filed
with the Securities and Exchange Commission registration statements on "Form S-8
- - For Registration Under the Securities Act of 1933 of Securities to Be Offered
to Employees Pursuant to Employee Benefit Plans". An S-8 registration statement
may become effective registering Stock Options under the Stock Option Plan in
the amount of 3,500,000 shares at $0.50 per share. The Board of Directors are
also authorized, without further shareholder approval, to grant such options
from time to time to acquire up to an aggregate of 3,500,000 shares of the
Company's restricted common stock.
CERTAIN TRANSACTIONS
With the exception of the current contractual relations between the
Company and ICI, and as of the date of this Information Statement, the Company
has not entered into any other contractual arrangements with related parties.
With the exception of the contractual relations with ICI, there is not any other
currently proposed transaction, or series of the same to which the Company is a
party, in which the amount involved exceeds $60,000 and in which, to the
knowledge of the Company, any director, executive officer five percent (5%)
shareholder or any member of the immediate family of the foregoing persons, have
or will have a direct or indirect material interest.
The officers and directors of the Company are engaged in other
businesses, either individually or through partnerships and corporations in
which they may have an interest, hold an office or serve on the boards of
directors. The directors of the Company may have other business interests to
which they may devote a major or significant portion of their time. Certain
conflicts of interest, therefore, may arise between the Company and its
directors. Such conflicts are intended to be resolved through the exercise by
the directors of judgment consistent with their fiduciary duties to the Company.
The officers and directors of the Company intend to resolve such conflicts in
the best interests of the Company. The officers and directors will devote their
time to the affairs of the Company as necessary.
Certain procedural safeguards have been designed and implemented by the
Company to ensure that all information received by the Company regarding the
proposed acquisition of Lexington Oil & Gas Ltd. is collected, processed and
analyzed consistent with the Company's business and internal management, which
consists of a sole director, and in the best interests of the Company's
shareholders. The Board of Directors pursuant to Written Consent of Sole
Director authorized and approved the proposed execution of a definitive
agreement regarding the acquisition of Lexington Oil & Gas Ltd. Through
implementation of the procedural safeguards, the Board of Directors reached its
decision based upon, but not limited to, the following: (i) the current
corporate structure of the Company, including the Company's wholly-owned
subsidiary International Gold Corporation, as a defunct unproductive entity with
no book value; (ii) the current operational problems within the Company,
including the inability of the Company to borrow or raise funds for working
capital and capital expenditures, in regards to potential future business
prospects and acquisitions, including Lexington Oil & Gas Ltd; (iii) the
review and analysis of the proposed terms of the transaction with Lexington Oil
& Gas Ltd. in light of possible future direction of business operations of the
Company; and (iv) a determination and estimation of value of the assets of
Lexington Oil & Gas Ltd. in relation to the proposed issuance of shares of
commom stock by the Company as payment of consideration on terms that are fair
and reasonable to the existing shareholders of the Company.
Procedural safeguards include (i) ensuring that a recent incorporated
entity is acquired so assurances of title and property status relating to any
production or leases that are vended into the Company are not encumbered except
relating to that so disclosed, and the use of professional third party
consultants to (ii) obtain legal title searches on leases and properties so
acquired, and (iii) ensure that third party engineering reports are obtained
regarding existing reserves and for drilling objectives in advance of proposed
drilling operations.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and the persons who beneficially own more than ten percent (10%) of
the Common Stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Copies of all filed
reports are required to be furnished to the Company pursuant to Rule 16a-3
promulgated under the Exchange Act. Based solely on the reports received by the
Company and on the representations of the reporting persons, the Company
believes that these persons have complied with all applicable filing
requirements during the fiscal year ended December 31, 2002.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
With the exception of the current director of the Company, and as of
the date of this Information Statement, there are no persons identified by
management of the Company who have an interest in the matters to be acted upon
nor who are in opposition to the matters to be acted upon.
As of the date of this Information Statement there are no persons who
have been a director or officer of the Company since the beginning of the last
fiscal year, or are currently a director or officer of the Company, that oppose
any action to be taken by the Company.
APPROVAL OF AN AMENDMENT TO THE ARTICLES OF
INCORPORATION TO EFFECTUATE A CHANGE
IN NAME OF THE COMPANY
AMENDMENT TO ARTICLES AND NAME CHANGE
In accordance with any decision in the future by the Board of Directors
of the Company to effectuate any change in the nature of the Company's business
operations, the Board of Directors has determined at this time that it may be in
the best interests of the Company and its Shareholders to seek approval for a
potential Name Change of the Company, and corresponding Amendment to the
Articles of the Company, either Lexington Resources Inc. in the event the
proposed transaction with Lexington Oil & Gas Ltd. is consummated, or to such
other resulting name as the Board of Directors of the Company deems appropriate
to reflect proposed future business operation, in its sole and absolute
discretion, and in the best interests of the Company.
The objective of the proposed change in corporate name of the Company
to Lexington Resources Inc., or ability of the Board of Directors to change the
corporate name to such other resulting name, is deemed necessary to more
accurately reflect the proposed business activities of the Company in its name.
The Company believes that a name change will better communicate to the public
the Company's proposed and future nature of business operations.
The Board of Directors approved a resolution on September 5, 2003 to
amend its Articles in accordance with its proposed Name Change, or to such other
name as the Board of Directors of the Company may determine, from time to time,
in its sole and absolute discretion, subject to Shareholder approval pursuant to
Written Consent. By approving this proposal, the Shareholders will authorize the
Board of Directors to amend the Company's Articles to such name as the Board of
Directors may determine, attached as Exhibit A hereto. The amendment presently
embodies Article First changing the text to:
"The name of the corporation is Lexington Resources, Inc."
After any Name Change it is anticipated that the Company's trading
symbol for the OTC Bulletin Board and BBX will be changed from "IGCP".
Management expects formal implementation of the proposed Name Change
with the Nevada Secretary of State to be completed as soon as practicable after
the effective date of the approval by the Shareholders pursuant to Written
Consent and the corresponding decision by the Board of Directors of the Company
to effectuate any such Name Change pursuant to consummation of the transaction
with Lexington Oil & Gas Ltd.
CURRENT BUSINESS OPERATIONS
A preliminary Information Statement was filed with the Securities and
Exchange Commission on May 2, 2003 and the definitive Information Statement was
filed on July 14, 2003 (the "July Information Statement"). The July Information
Statement was circulated to the shareholders of the Company in connection with
the taking of corporate action without a meeting upon the written consent of ten
(10) or less shareholders holding of record a majority of the outstanding shares
of the Company's common stock dated August 7, 2003.
The matters upon which action was taken effective August 7, 2003
include the: (i) authorization of the Board of Directors to effect a reverse
stock split of one-for-three hundred of the Company's issued and outstanding
shares of common stock; (ii) approval of the sale of the Company's subsidiary
pursuant to future possible restructuring initiatives, which included approval
and authorization of any sale and purchase agreement relating thereto (the "Sale
and Purchase"); (iii) approval of the election of Grant R. Atkins to serve as a
director of the Company until the next annual meeting of the shareholders or
until his successor has been elected and qualified; (iv) approval of a stock
option plan for key personnel of the Company (the "Stock Option Plan"); and (v)
ratification of the selection of LaBonte & Co. as the Company's independent
public accountants for the fiscal year ending December 31, 2003.
Potential Acquisition
In connection with shareholder approval of the Sale and Purchase, the
Board of Directors of the Company recently approved the proposed execution of an
agreement in principle to be entered into between the Company and Lexington Oil
& Gas Ltd. (the "Agreement"). The Agreement will be subject to standard
conditions precedent, which management believes will include board of director
approval and ratification, due diligence and the negotiation and execution of a
formal agreement.
As of the date of this Information Statement, the Company has not
entered into an Agreement with Lexington Oil & Gas Ltd. regarding definitive
terms and provisions for acquisition of Lexington Oil & Gas Ltd. Therefore, the
Company does not have a formal agreement with Lexington Oil & Gas Ltd. and thus,
the acquisition may not take place. The Company commenced negotiations in early
September 2003 with Lexington Oil & Gas Ltd. The timeline of negotiations
between the Company and Lexington Oil & Gas Ltd., which began in mid-September
2003 and continued to current date, have involved the assessment of various
aspects relating to the properties that would be acquired by the Company and the
potential number of shares that may be issued by the Company as consideration
for the acquisition of those assets. Lexington Oil & Gas Ltd. is a recently
organized corporation consisting of assets that have been under development and
subject to the current negotiations. As of the date of this Information
Statement, the Company continues in its due diligence and estimation of assets,
asset values, specifics of various oil and gas assets, potential exploration
initiatives, property land ownership confirmations, possible property additions
in similar areas, potential exploration costs and budgets, and drilling
initiatives that could be scheduled for November 2003, subject to financial,
final contractual terms and conditions, and potential results assessment.
Based upon the status of current negotiations, management believes that
by approximately mid-November, a definitive Agreement will be entered into
between the Company and Lexington Oil & Gas Ltd. It is contemplated that such
Agreement may require the issuance by the Company of up to approximately
3,000,000 shares of its restricted common stock in exchange for 100% of the
total issued and outstanding shares of Lexington Oil & Gas Ltd. Such issuance of
shares of common stock will be based upon the Board of Directors determination,
within its fiduciary duties, of the valuation of the assets of Lexington Oil &
Gas Ltd., and the reasonable basis for establishment of the price per share, as
adequate consideration for acquisition of such assets, which is deemed to be
fair and reasonable to the existing shareholders of the Company. Negotiations
between the Company and Lexington Oil & Gas Ltd. regarding the Agreement have
been conducted by the Board of Directors at arms' length and in the best
interests of the shareholders of the Company. There is no affiliation between
the Company or any of its officers, director, agents or beneficial shareholders
with Lexington Oil & Gas Ltd. or any of its directors, officers, agents or
beneficial shareholders.
Although the proposed issuance of up to approximately 3,000,000 shares
of the Company's restricted common stock exceeds twenty percent (20%) of the
Company's total issued and outstanding shares, approval by the shareholders of
the Company of the proposed transaction and Agreement is not required pursuant
to state corporate law. The Board of Directors consistent with its fiduciary
duties, will determine the reasonable basis for the proposed issuance of such
shares of common stock on terms that are fair and reasonable to the existing
shareholders of the Company. Approval by the shareholders of the Company of the
proposed transaction and Agreement is not required pursuant to the Nevada
Revised Statutes, as amended, and the proposed transaction and Agreement will
not result in a substantial change in the Company's corporate structure. As of
the date of this Information Statement and to the best knowledge of the Board of
Directors, the Information Statement contains complete and accurate disclosure
of the known material terms and provisions of the proposed transaction regarding
acquisition of Lexington Oil & Gas Ltd.
Upon execution of a definitive Agreement, the Company intends to file a
report on Form 8-K disclosing the material terms and provisions of the
acquisition of Lexington Oil & Gas Ltd. The Company intends to file a statement
pursuant to Rule 14f-1 under the Securities Exchange Act of 1934, as amended,
pertaining to the proposed change in majority of directors. Such statement will
include information substantially equivalent to the information required in a
proxy statement, and will be disseminated to the shareholders of the Company not
less than ten days prior to the date any such person takes office as a director
resulting from consummation of the transaction with Lexington Oil & Gas Ltd.
Lexington Oil & Gas Ltd. is a new company based in Oklahoma that has
agreements to obtain varying property interests in Garvin, Seminole, Hughes,
Oklahoma, and Haskell Counties in the State of Oklahoma as a base of minor oil
and gas production and inventory. Many wells on the property interests are shut
in and require re-work programs to obtain production. Various upgrades to wells
on these leases are planned to provide a base of minor producing wells. In
addition to current property interests, the company plans to concentrate new
acquisitions in the Coal Bed Methane regions of the State of Oklahoma where many
companies have employed cost effective horizontal drilling methods to provide
long-term gas production. Certain properties located in Oklahoma's Arkoma Basin
are in stages of negotiation to acquire property interests for the purposes of
drilling. The company expects to weight its development initiatives towards gas
production.
PRIOR OPERATIONAL HISTORY
Blackhawk Property
The Company's prior operational business activities were in the
business of exploration of gold and precious metals in the United States. The
Company's prior operational business activities had been carried out through
International Gold Corporation ("INGC"), a private wholly-owned subsidiary of
the Company. INGC's primary assets previously consisted of title to a block of
321 contiguous unpatented lode mining claims located in Lincoln County,
south-central Idaho (the "Blackhawk Property"). As of the date of this
Information Statement, the Company has ceased to hold title to all previously
held unpatented lode mining claims that comprised the Blackhawk Property. Such
claims have not been held by the Company since August 31, 2001.
The Company also previously owned forty-nine percent (49%) of a future
profit sharing interest in profits to be realized from the exploration of 439
unpatented lode mining claims located in an area adjacent to the Blackhawk
Property (the "Blackhawk II Property"). The Company and its prior joint venture
partner, Goldstate Corporation ("GDSA"), previously held joint title to the 439
unpatented lode mining claims on the Blackhawk II Property. As of the date of
this Information Statement, neither the Company nor GDSA hold title to such
mining claims on the Blackhawk II Property.
INGC, on behalf of the Company, and AuRIC Metallurgical Laboratories
LLC ("AuRIC") had entered into an Agreement for Services dated March 18, 1999
(the "Agreement for Services") whereby AuRIC agreed to perform certain services,
including the development of proprietary technology and know-how relating to
fire and chemical assay analysis techniques and metallurgical ore extraction
procedures developed specifically for the exploration of properties of the
Company.
INGC, on behalf of the Company, had also retained the services of Dames
& Moore, an internationally recognized engineering and consulting firm ("Dames &
Moore") to provide validation audits of each major step of the assay and
metallurgical recovery procedures conducted by AuRIC. In November of 1998,
according to independent testing conducted by Dames & Moore, Dames & Moore
validated AuRIC's fire assay and parallel chemical leach procedures as a method
to verify the existence of mineralization. The positive outcome of the testing
program conducted by Dames & Moore formed the subject of a November 30, 1998
report and three further subsequently dated reports regarding the Company's
properties. Dames & Moore verified the fire and chemical assay techniques and
procedures developed by AuRIC and their repeatability as well as metallurgical
recovery.
AuRIC and Geneva Resources, Inc., a Nevada corporation ("Geneva")
entered into a Technology License Agreement dated March 17, 1999 (the "License
Agreement") whereby AuRIC agreed to supply the proprietary technology to Geneva
and grant to Geneva the right to sub-license the proprietary technology to the
Company for use on the Blackhawk Property. The Company and Geneva entered into a
Technology Sub-License Agreement dated March 18, 1999 (the "Sub-License
Agreement") whereby the Company acquired from Geneva a sub-license to utilize
AuRIC's proprietary information and related precious metals recovery processes
to carry out assay testing and chemical leach analysis of core samples derived
from any subsequent drilling on the Blackhawk Property.
Pursuant to certain contractual terms and provisions, AuRIC and Dames &
Moore had not been successful in transferring the proprietary fire assay
technology to Geneva or to any independent third party assay laboratory. On
September 27, 1999, Geneva and INGC, on behalf of the Company, initiated legal
proceedings against AuRIC for multiple breaches of contract stemming from the
Agreement for Services and the License Agreement and against Dames & Moore in a
declaratory relief cause of action (the "Lawsuit").
The Company suspended further exploration of the Blackhawk Property
indefinitely due to (i) the independent assessment information which did not
support the claims of AuRIC and Dames & Moore; (ii) the existence of multiple
breaches of contract by AuRIC and Dames & Moore under the Agreement for Services
and the License Agreement; and (iii) the pending Lawsuit and further claims of
action against AuRIC and Dames & Moore. Moreover, the Company deemed the
probability of commercial grade gold or silver located in the Blackhawk Property
claims to be nil.
Litigation
On September 27, 1999, Geneva and INGC, on behalf of the Company,
initiated legal proceedings against AuRIC and Dames & Moore by filing its
complaint in the District Court of the Third Judicial District for Salt Lake
City, State of Utah, for: (i) multiple breaches of contract relating to the
Agreement for Services and the License Agreement, respectively, including, but
not limited to, establishment and facilitation of the proprietary technology and
fire assay procedures developed by AuRIC at an independent assay lab and failure
to deliver the proprietary technology and procedures to the Company and Geneva;
(ii) breach of the implied covenant of good faith and fair dealing; (iii)
negligent misrepresentation; (iv) specific performance, (v) non-disclosure
injunction; (vi) failure by AuRIC to repay advances, and (vii) quantum
meruit/unjust enrichment. INGC, on behalf of the Company, also named Dames &
Moore in the legal proceeding in a declaratory relief cause of action
(collectively, the "Lawsuit").
On October 8, 1999, Geneva and INGC, on behalf of the Company, amended
its complaint by naming as defendants AuRIC, Dames & Moore, Ahmet Altinay,
General Manager of AuRIC, and Richard Daniele, Chief Metallurgist for Dames &
Moore and specifying damages in excess of $10,000,000. The damages sought by
Geneva and INGC, on behalf of the Company, are based on the general claims and
causes of action set forth in the amended complaint relating to reliance on the
assays and representations made by AuRIC, the actions and engineering reports
produced by Dames & Moore and, specifically, the negligent misrepresentations
and inaccuracies contained within some or all of those Dames & Moore reports and
breaches of contract by AuRIC and Dames & Moore.
On or about November 17, 1999, AuRIC, Dames & Moore, Richard Daniele
and Ahmet Altinay filed separate answers to the amended complaint, along with
counterclaims and a third party complaint against Geneva, INCG, the Company and
Brent Pierce for breach of contract against Geneva, breach of contract against
INCG, breach of contract against Pierce, defamation against the Company, INCG,
Geneva and Pierce, injunctions against the Company, INCG, Geneva and Pierce,
amongst other claims. In their defamation claim against the Company, the
plaintiffs sought damages and punitive damages in an amount to be determined at
trial, as well as attorney's fees and costs. In connection with the cause of
action for preliminary and permanent injunctions against the Company, AuRIC and
Ahmet Altinay sought attorney's fees and costs.
On approximately June 14, 2000, Dames & Moore filed an action against
the Company, INGC and others in the District Court of the Fifth Judicial
District of the State of Idaho, in and for the County of Lincoln (the "Idaho
Lawsuit"). In the Idaho Lawsuit, Dames & Moore sought foreclosure of a lien
against the Company and/or INGC which purportedly arose in favor of Dames &
Moore. INGC has dropped the bulk of its mining claims, except for a small group
related to this litigation as the Company and INGC believed that the mining
claims contain no commercial quantities of gold or silver. Dames & Moore sought
to have the mining claims sold to compensate Dames & Moore for its services,
materials and equipment. Dames & Moore also sought its fees and costs incurred
in enforcing its claimed lien. The Company and INGC filed an answer on or about
August 8, 2000.
On June 21, 2000, Geneva and INGC, on behalf of the Company, filed a
second amended complaint in the District Court of the Third Judicial District
for Salt Lake City, State of Utah. The second amended complaint increased detail
regarding the alleged breaches of contract and increased causes of action
against other parties involved by adding two new defendants, MBM Consulting,
Inc. and Dr. Michael B. Merhtens, who provided consulting services to the
Company. The amendment also added certain claims of other entities involved
through Geneva against the defendants. The proprietary technology formed the
basis of claims made by Geneva and INGC, on behalf of the Company, in the
complaints as filed with the District Court. Geneva and INGC, on behalf of the
Company, alleged that the proprietary technology does not exist and that Geneva
and INGC were fraudulently, recklessly and/or negligently deceived by AuRIC,
Dames & Moore, and other parties to the lawsuit.
Geneva and INGC subsequently obtained an order from the District Court
to grant its Motion to Compel. The Order required that AuRIC and Dames & Moore
produce the proprietary technology for Geneva's and INGC's restricted use by its
legal counsel and industry experts. Geneva and INGC, on behalf of the Company,
obtained an expert opinion as to the validity or ineffectiveness of the
proprietary technology.
On November 10, 2000, Geneva and INGC filed motions for partial summary
judgment against Dames & Moore and AuRIC. Subsequently, on March 19, 2001, the
motions for partial summary judgment were denied. The court, however, provided a
ninety-day period during which both parties were required to prepare for trial,
and after such period the court would set a date for trial. At a scheduling
conference held on July 31, 2001, the court set trial for a period of fifteen
days commencing October 16, 2001. The court date was subsequently changed to
October 26, 2001 pursuant to mutual consent of the parties in an attempt to
mediate the dispute. Such mediation was unsuccessful.
Agreements Relating to Litigation
The Company and Geneva entered into an assignment agreement dated May
9, 2000 (the "Assignment Agreement") that transferred and conveyed to Geneva the
potential claims and causes of action that the Company may have had under the
Sub-License Agreement with Geneva.
On June 22, 2001, the Company, INGC, Geneva, Brent Pierce, MBM
Consultants, Inc. and Michael B. Mehrtens entered into a settlement agreement
(the "Mehrtens Settlement Agreement"). Pursuant to the terms of the Mehrtens
Settlement Agreement, the parties agreed to treat the contents of the Settlement
Agreement as strictly confidential and to not disclose such terms and provisions
to anyone.
On June 28, 2001, Geneva, the Company, INGC, Tristar Financial
Services, Inc. ("Tristar") and Alexander Cox ("Cox") entered into a funds
sharing agreement (the "Funds Sharing Agreement"). Pursuant to the terms of the
Funds Sharing Agreement, (i) Tristar would fund the direct costs of the
litigation on a best efforts basis relating to the Lawsuit for the period from
April 1, 2001 to the date that the Lawsuit was settled; (ii) as consideration
therefore, Tristar would receive thirty percent (30%) of the gross proceeds
received by Geneva, the Company and INGC from any and all settlements relating
to the Lawsuit, plus the repayment of all payments and advances made by Tristar
(the "Tristar Payment"); and (iii) the Tristar Payment would be shared with Cox
in proportion of (a) the funds advanced and paid by Cox to Tristar for the
purpose of funding the costs of the litigation, (b) divided by the total amount
of funds advanced by and paid by Tristar, (c) times the amount of the Tristar
Payment. Cox is a shareholder of the Company and as of the date of this
Quarterly Report, holds an approximate 17.12% equity interest.
On September 21, 2001, Geneva, the Company, INGC and other parties
entered into a settlement agreement with AuRIC and Ahmet Altinay (the "AuRIC
Settlement Agreement"). Pursuant to the terms of the AuRIC Settlement Agreement,
the parties agreed that: (i) significant additional expense and time would be
incurred to proceed with and resolve the Lawsuit and therefore desired to settle
the Lawsuit; (ii) AuRIC would pay $10,000.00; (iii) AuRIC would return three
promissory notes in the principal amounts of $250,000 marked cancelled payable
to AuRIC by the Company, Goldstate Corporation and Vega-Atlantic Corporation,
respectively; (iii) AuRIC would return certain stock certificates received from
the Company, Goldstate Corporation and Vega-Atlantic Corporation, respectively;
(iv) the parties would execute and jointly file a motion to dismiss the parties'
respective claims and counterclaims in the Lawsuit; (v) the parties would
release one another from any and all claims and liabilities, whether known or
unknown, arising from or based upon the Lawsuit; and (vi) the Agreement for
Services, the License Agreement and the related Sub-License Agreement would be
deemed null, void and without further force or effect.
On September 25, 2001, Geneva, the Company, INGC, and other parties
entered into a settlement agreement and release with Dames & Moore, et. al. (the
"Dames & Moore Settlement Agreement"). Pursuant to the terms of the Dames &
Moore Settlement Agreement, the parties agreed that: (i) solely to save the
burden, cost and expense of continued litigation, the Lawsuit and the Idaho
Lawsuit would be settled without any admission of liability by any party; (ii)
the parties would execute and jointly file a motion to dismiss the parties'
respective claims and counterclaims in the Lawsuit and the Idaho Lawsuit with
prejudice; (iii) the parties would release one another from any and all claims
and liabilities, whether known or unknown, arising from or based upon the
Lawsuit and the Idaho Lawsuit, including those arising from or related to the
Blackhawk projects, mining claims and property; (iv) each party would bear its
own respective attorneys' fees and costs incurred in connection with the
Lawsuit, the Idaho Lawsuit and the Dames & Moore Settlement Agreement; and (v)
Dames & Moore would pay $798,000.
Results of Settlement
Pursuant to the Assignment Agreement, the Company transferred and
conveyed to Geneva the potential claims and causes of action that the Company
may have had under the Sub-License Agreement with Geneva. The amount of damages
to be recovered by Geneva and INGC pursuant to the Dames & Moore Settlement
Agreement and the AuRIC Settlement Agreement were primarily used for payment of
attorneys fees, expert witness fees, and associated costs of litigation. The
Company, therefore, was not in a position to receive any portion of the cash
settlement damages.
The Company and INGC had paid an aggregate of $938,805 in cash to AuRIC
and Dames & Moore for services before the litigation commenced. The Company and
INGC also owed $219,469 to Dames & Moore for disputed but unpaid services. Prior
to the litigation, (i) AuRIC received 2,500,000 shares of Common Stock from the
Company and a promissory note in the principal amount of $250,000, and (ii)
Geneva received 1,500,000 shares of Common Stock from the Company and a
promissory note in the principal amount of $250,000.
As a result of the settlements, the Company received: (i) the share
certificate issued to AuRIC representing 2,500,000 shares of Common Stock, which
has been cancelled and the shares returned to treasury; (ii) the share
certificate issued to Geneva representing 1,500,000 shares of Common Stock,
which has been cancelled and the shares returned to treasury; (iii) the
promissory note in the principal amount of $250,000 payable by INGC to Geneva,
which has been cancelled; and (iv) the promissory note in the principal amount
of $250,000 payable by INGC to AuRIC, which has been cancelled. As a result of
the settlements, the financial statements for fiscal year ended December 31,
2001 reflect a write down of all amounts due to Dames & Moore in the amount of
$219,469 and a reversal of interest which had been previously booked relating to
the promissory notes.
Geneva, the Company, INGC and other parties received an aggregate of
$808,000 in settlement proceeds. An aggregate of approximately $2,000,000 was
incurred as legal fees and associated costs relating to the litigation. Of the
$808,000 in settlement proceeds, $345,000 was paid for outstanding amounts due
and owing to legal counsel relating to the litigation, $10,000 was paid to GDSA,
and the remaining $453,000 was paid to Tristar to provide a partial recovery of
approximately $800,000 paid by Tristar pursuant to the provisions of the Funds
Sharing Agreement.
At the time the respective settlement agreements were entered into,
management of the Company estimated that future additional costs to continue to
proceed with litigation through the trial stage could have been approximately
$1,000,000, with no guarantee of success. Management further believed that if
the litigation proceeded to trial, any positive future monetary award in favor
of the Company and INGC could have been subjected to a lengthy appeals process
and further legal costs. While Dames & Moore, currently a subsidiary of URS
Corporation, has approximately $2 billion in annual revenues representing a
formidable resource for future legal expenses, the Company has not generated
revenues and has no liquid assets to commit to such significant estimated future
expenses associated with ongoing litigation. Management of the Company believes,
therefore, that settlement of the litigation and execution of the respective
settlement agreements was in the best interests of the Company and its
shareholders.
BOARD APPROVAL
Based upon review of a wide variety of factors considered in connection
with its evaluation of the Name Change, including the prior shareholder approval
of the Sale and Purchase and the currently proposed acquisition, the Board of
Directors of the Company believes that it would be in the best interests of the
Company and its shareholders to effectuate the Name Change. The Board of
Directors recommends approval of the Name Change to Lexington Resources Inc., or
to such resulting name as the Board of Directors of the Company may determine,
in its sole and absolute discretion, and in the best interests of the Company.
PROPOSALS BY SECURITY HOLDERS
The Board of Directors does not know of any matters that are to be
presented to the shareholders for their approval and consent pursuant to the
Written Consent of shareholders other than those referred to in this Information
Statement. If any shareholder of the Company entitled to vote by written
authorization or consent has submitted to the Company a reasonable time before
the Information Statement is to be transmitted to shareholders a proposal, other
than elections to offices, such proposal must be received at the Company's
offices, located at 435 Martin Street, Suite 2000, Blaine, Washington 98230,
Attention: President, not later than November 12, 2003.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
One Information Statement will be delivered to multiple shareholders
sharing an address unless the Company receives contrary instructions from one or
more of the shareholders. Upon receipt of such notice, the Company will
undertake to deliver promptly a separate copy of the Information Statement to
the shareholder at a shared address to which a single copy of the documents was
delivered and provide instructions as to how the shareholder can notify the
Company that the shareholder wishes to receive a separate copy of an annual
report of Information Statement. In the event a shareholder desires to provide
such notice to the Company, such notice may be given verbally by telephoning the
Company's offices at (360) 332-7734 or by mail to 435 Martin Street, Suite 2000,
Blaine, Washington 98230.
By Order of the Board of Directors
Grant Atkins, President
EXHIBIT A TO INFORMATION STATEMENT
WRITTEN CONSENT OF SHAREHOLDERS
Pursuant to Section 78.320 of the Nevada Revised Statutes, as amended,
which provides that any action required to be taken at a meeting of the
shareholders of a corporation may be taken without a meeting if, before or after
the action, a written consent setting forth the action so taken shall be signed
by the shareholders holding at least a majority of the voting power. The
undersigned, being ten (10) or less of the shareholders holding at least a
majority of the voting power of Intergold Corporation, a Nevada corporation (the
"Corporation"), do hereby take, consent, affirm and approve the following
actions.
WHEREAS the Board of Directors of the Corporation at a special meeting
held on September 5, 2003 (the "Special Meeting") authorized and approved,
subject to shareholder approval, the corporate action, which the Board of
Directors deemed to be in the best interests of the Corporation; and its
shareholders;
WHEREAS the Board of Directors of the Corporation at the Special
Meeting further authorized and directed the submission to a limited number of
shareholders of the Corporation holding at least a majority of the voting power
the certain corporate actions to be approved and authorized by such shareholders
of the Corporation;
WHEREAS Section 78.320 of the Nevada Revised Statutes, as amended,
provides that any action required to be taken at a meeting of the shareholders
of a corporation may be taken without a meeting if, before or after the action,
a written consent setting forth the action so taken shall be signed by the
shareholders holding at least a majority of the voting power;
WHEREAS the shareholders who have signed this Written Consent of
shareholders dated to be effective as of November 19, 2003 are shareholders of
record as of September 19, 2003, and hold shares in excess of a majority of the
Corporation's issued and outstanding shares of Common Stock.
WHEREAS such shareholders have been fully apprised and informed of the
nature of the certain corporate actions and have concluded that approval and
authorization of such corporate actions would be beneficial to the Corporation
and in the best interests of its shareholders; therefore, be it
I
Approval of an Amendment to the Articles of
Incorporation of the Company to Effectuate a Change
in Name of the Company
RESOLVED that, subject to regulatory approval and in compliance with
the policies of the applicable stock exchange, the filing and form of which is
at the sole and absolute discretion of the Board of Directors of the Company,
the shareholders of the Company who have signed this Written Consent of
shareholders approve the filing of an amendment to the Articles of Incorporation
of the Company to effectuate a change in the name of the Company from Intergold
Corporation to Lexington Resources Inc. with the event the proposed transaction
with Lexington Oil & Gas Ltd. is consummated, or to such other name as may be
approved by the Board of Directors of the Company, in its sole and absolute
discretion, to reflect proposed future business operations, and as is acceptable
with the appropriate regulatory authorities (the "Name Change"); and,
furthermore, that the Board of Directors of the Company is authorized, in its
sole and absolute discretion, to abandon or alter any portion of the proposed
Name Change at any time without the further approval of the shareholders of the
Company; and
FURTHER RESOLVED that an amendment to the Articles of Incorporation of
the Company to effectuate the proposed Name Change be and hereby is approved,
and that such amendment to the Articles of Incorporation be filed with the
Nevada Secretary of State as soon as practicable after the approval and
effectuation of such Name Change.
EXECUTED to be effective as of the 19th day of November, 2003.
SHAREHOLDERS:
Date: November 19, 2003 INTERGOLD MINING CORPORATION
By: /s/ GRANT ATKINS
________________________________
Title: President
Print Name: Grant Atkins
________________________________
Signature (Title if Appropriate)
________________________________
Address
________________________________
Number of Shares Held of Record
Date: November 19, 2003 TRISTAR FINANCIAL SERVICES INC.
By: /s/ MARCUS JOHNSON
________________________________
Title: President
Print Name: Marcus Johnson
________________________________
Signature (Title if Appropriate)
________________________________
Address
________________________________
Number of Shares Held of Record
Date: November 19, 2003 /s/ ALEXANDER COX
________________________________
________________________________
Print Name
________________________________
Signature (Title if Appropriate)
________________________________
Address
________________________________
Number of Shares Held of Record
Date: November 19, 2003 INVESTOR COMMUNICATIONS
INTERNATIONAL INC.
By: /s/ MARCUS JOHNSON
________________________________
Marcus Johnson
Title: President
Print Name
________________________________
Signature (Title if Appropriate)
________________________________
Address
________________________________
Number of Shares Held of Record
Date: November 19, 2003 PHOENIX ASSET CORP.
By:
________________________________
Print Name
________________________________
Signature (Title if Appropriate)
________________________________
Address
________________________________
Number of Shares Held of Record
Date: November 19, 2003 NEWPORT CAPITAL CORP.
By:
________________________________
Print Name
________________________________
Signature (Title if Appropriate)
________________________________
Address
________________________________
Number of Shares Held of Record
EXHIBIT B
STOCK OPTION PLAN
For:
INTERGOLD CORPORATION
Intergold Corporation
435 Martin Street, Suite 2000
Blaine, Washington, U.S.A., 98230