SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
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
RIVER EXPLORATION, INC.
(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:
RIVER EXPLORATION, INC.
[INSERT LOGO]
112 NORTH CURRY STREET
CARSON CITY, NEVADA 89703
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being furnished on or about April ___, 2009
to the holders of record as of the close of business on April ___, 2009 of the
common stock of River Exploration, Inc. ("River Exploration").
The Board of Directors of River Exploration and 1 stockholder holding an
aggregate of 9,500,000 shares of common stock issued and outstanding as of March
24, 2009, have approved and consented in writing to the actions described below.
Such approval and consent constitute the approval and consent of a majority of
the total number of shares of outstanding common stock and are sufficient under
the Nevada Revised Statutes ("NRS") and River Exploration's Articles of
Incorporation and Bylaws to approve the action. Accordingly, the actions will
not be submitted to the other stockholders of River Exploration for a vote, and
this Information Statement is being furnished to stockholders to provide them
with certain information concerning the action in accordance with the
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the regulations promulgated thereunder, including Regulation 14C.
ACTIONS BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDER
GENERAL
River Exploration will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. River
Exploration will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending this Information
Statement to the beneficial owners of River Exploration's common stock.
River Exploration will deliver only one Information Statement to multiple
security holders sharing an address unless River Exploration has received
contrary instructions from one or more of the security holders. Upon written or
oral request, River Exploration will promptly deliver a separate copy of this
Information Statement and any future annual reports and information statements
to any security holder at a shared address to which a single copy of this
Information Statement was delivered, or deliver a single copy of this
Information Statement and any future annual reports and information statements
to any security holder or holders sharing an address to which multiple copies
are now delivered. You should direct any such requests to the following address:
River Exploration, Inc., 112 North Curry Street, Carson City, Nevada 89703,
Attn: Andrew Aird, President. Mr. Aird may also be reached by telephone at (775)
321-8267.
INFORMATION ON CONSENTING STOCKHOLDER
Pursuant to River Exploration's Bylaws and the Nevada Revised Statutes ("NRS"),
a vote by the holders of at least a majority of River Exploration's outstanding
capital stock is required to effect the action described herein. River
Exploration's Articles of Incorporation does not authorize cumulative voting. As
of the record date, River Exploration had 10,060,000 shares of common stock
issued and outstanding. The voting power representing not less than 5,030,001
shares of common stock is required to pass any stockholder resolutions. The
consenting stockholder is the record and beneficial owner of 9,500,000 shares of
common stock, which represents approximately 94.4% of the issued and outstanding
shares of River Exploration's common stock on such date. Pursuant to Chapter
78.320 of the NRS, the consenting stockholder voted, with the Board of
Directors, in favor of the actions described herein in a joint written consent,
dated March 24, 2009. No consideration was paid for the consent. The consenting
stockholder's name, affiliation with River Exploration, and his beneficial
holdings are as follows:
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BENEFICIAL HOLDER
NAME AND AFFILIATION SHARES BENEFICIALLY HELD PERCENTAGE
President, Secretary, 9,500,000 shares of common stock 94.4%
Andrew Aird Treasurer and Director (common stock)
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS RIGHTS OF APPRAISAL
None.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 24, 2009, certain information
regarding the ownership of River Exploration's capital stock by each director
and executive officer of River Exploration, each person who is known to River
Exploration to be a beneficial owner of more than 5% of any class of River
Exploration's voting stock, and by all officers and directors of River
Exploration as a group. Unless otherwise indicated below, to River Exploration's
knowledge, all persons listed below have sole voting and investing power with
respect to their shares of capital stock, except to the extent authority is
shared by spouses under applicable community property laws.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally includes voting or
investment power with respect to securities. Shares of common stock subject to
options, warrants or convertible securities exercisable or convertible within 60
days of March 24, 2009 are deemed outstanding for computing the percentage of
the person or entity holding such options, warrants or convertible securities
but are not deemed outstanding for computing the percentage of any other person,
and is based on 10,060,000 shares of common stock issued and outstanding on a
fully diluted basis, as of March 24, 2009.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP PERCENT OF CLASS (2)
Andrew Aird
President, Secretary, Treasurer and
Director 9,500,000 shares of common stock 94.4%
All officer and directors as a group
(1 person) 9,500,000 shares of common stock 94.4%
(1) Unless otherwise noted, the address of each person listed is c/o River
Exploration, Inc., 112 North Curry Street, Carson City, Nevada 89703
(2) This table is based on 10,060,000 shares of common stock issued and
outstanding on March 24, 2009.
EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our Chief Executive Officer and all other
executive officers (collectively, the "Named Executive Officers") in the fiscal
years ended November 30, 2008 and 2007:
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SUMMARY COMPENSATION TABLE
NON-EQUITY NONQUALIFIED
NAME AND STOCK OPTION INCENTIVE PLAN DEFERRED ALL OTHER
PRINCIPAL SALARY ONUS AWARDS AWARDS COMPENSATION COMPENSATION COMPENSATION TOTAL
POSITION YEAR ($) B($) ($) * ($) * ($) ($) ($) ($)
Andrew Aird;
President,
Secretary,
Treasurer and 2008 -0- -0- -0- -0- -0- -0- -0- -0-
Director (1) 2007 -0- -0- -0- -0- -0- -0- -0- -0-
(1) Appointed President, Secretary, Treasurer and Director on November 8, 2006.
As of March 24, 2009, Mr. Aird has not received any compensation represented by
any category in this table during the fiscal year 2008 or 2009.
EMPLOYMENT AGREEMENTS
The Company has no employment agreements with Andrew Aird.
OTHER COMPENSATION
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors, or employees of our company in the event of retirement at
normal retirement date as there was no existing plan as of December 31, 2007
provided for or contributed to by our company.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of November 30, 2008:
FEES NONQUALIFIED
EARNED NON-EQUITY DEFERRED
R PAID STOCK OPTION INCENTIVE PLAN COMPENSATION ALL OTHER
ON CASH AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL
NAME I ($) ($) ($) ($) ($) ($) ($)
Andrew Aird (1) -0- -0- -0- -0- -0- -0- -0-
(1) Appointed President, Secretary, Treasurer and Director on November 8, 2006.
As of March 24, 2009, Mr. Aird has not received any compensation represented by
any category in this table during the fiscal year 2008 or 2009.
Directors of our company who are also employees do not receive cash compensation
for their services as directors or members of the committees of the Board of
Directors. All directors may be reimbursed for their reasonable expenses
incurred in connection with attending meetings of the Board of Directors or
management committees.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth certain information concerning outstanding stock
awards held by the Named Executive Officers and our directors as of November 30,
2008:
4
OPTION AWARDS STOCK AWARDS
___________________________________________________________________________________________________________________________________
EQUITY
INCENTIVE
EQUITY NUMBER MARKET PLAN AWARDS:
INCENTIVE OF VALUE NUMBER OF
PLAN SHARES OF UNEARNED
AWARDS: OR UNITS SHARES SHARES,
NUMBER OF NUMBER OF NUMBER OF OF OR UNITS OR
SECURITIES SECURITIES SECURITIES STOCK UNITS OF OTHER
UNDERLYING UNDERLYING UNDERLYING THAT STOCK RIGHTS
UNEXERCISED UNEXERCISED UNEXERCISED OPTION HAVE THAT THAT
OPTIONS OPTIONS UNEARNED EXERCISE OPTION NOT HAVE NOT HAVE NOT
(#) (#) OPTIONS PRICE EXPIRATION VESTED VESTED VESTED
NAME EXERCISABLE UNEXERCISABLE (#) ($) DATE (#) ($) (#)
___________________________________________________________________________________________________________________________________
Andrew Aird(1) -0- -0- -0- -0- N/A -0- -0- -0-
(1) As of March 24, 2009, Mr. Aird has not received any options represented by
any category in this table during the fiscal year 2008 or 2009.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
River Exploration has no equity compensation plans.
CHANGE IN CONTROL
To the knowledge of management, there are no present arrangements or pledges of
securities of River Exploration which may result in a change in control of River
Exploration.
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER
The following action was taken based upon the unanimous recommendation of River
Exploration's Board of Directors and the written consent of the consenting
stockholder:
I. AMENDMENT ARTICLES OF INCORPORATION TO EFFECT A FORWARD STOCK SPLIT AT A
RATIO OF FORTY-FIVE-FOR-ONE
On March 24, 2009 the Board of Directors the consenting stockholder adopted and
approved a resolution to effect an amendment to our Articles of Incorporation to
effect a forward split of all issued and outstanding shares of common stock, at
a ratio of forty-five-for-one (the "Forward Stock Split"). The Forward Stock
Split shall be effective twenty (20) days after this Information Statement is
mailed to stockholders of River Exploration.
A table illustrating the Forward Stock Split and the amendment to increase the
number of shares of common stock in River Exploration's Certificate of
Incorporation (discussed below) is as follows:
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NUMBER OF SHARES NUMBER OF SHARES OF NUMBER OF SHARES OF NUMBER OF SHARES OF
OF COMMON STOCK COMMON STOCK AUTHORIZED COMMON COMMON STOCK
ISSUED IN CERTIFICATE OF STOCK AUTHORIZED AND AUTHORIZED BUT
AND OUTSTANDING INCORPORATION RESERVED FOR ISSUANCE UNRESERVED FOR
ISSUANCE
Before Forward Stock
Split and amendment to
Certificate of
Incorporation 1,560,000(1) 75,000,000 -0- 73,440,000
After Forward Stock
Split and amendment to
Certificate of
Incorporation 70,200,000 200,000,000 -0- 129,800,000
(1) On March 25, 2009, Andrew Aird, River Exploration's majority stockholder,
redeemed 8,500,000 shares of 9,500,000 shares of common stock held by him, and
River Exploration retired such 8,500,000 shares into its authorized common
stock. River Exploration is not holding such shares in treasury. Mr. Aird's
redemption of 8,500,000 shares did not result in a change in control of River
Exploration, as Mr. Aird still holds a majority of the issued and outstanding
shares of common stock after the redemption.
The Board of Directors also reserves the right, notwithstanding stockholder
approval and without further action by stockholders, to not proceed with the
Forward Stock Split if the Board of Directors, in its sole discretion,
determines that the Forward Stock Split is no longer in our best interests and
that of our stockholders. The Board of Directors may consider a variety of
factors in determining whether or not to implement the Forward Stock Split,
including, but not limited to, overall trends in the stock market, recent
changes and anticipated trends in the per share market price of the common
stock, business and transactional developments, and our actual and projected
financial performance.
Though the Forward Stock Split will not change the number of authorized shares
of common stock, the Board of Directors and the consenting stockholder have also
approved a resolution to effect an amendment to our Articles of Incorporation to
increase the number of authorized shares of common stock from 75,000,000 to
200,000,000, as discussed in more detail below. Except for any changes as a
result of the treatment of fractional shares, each stockholder of River
Exploration will hold the same percentage of common stock outstanding
immediately following the Forward Stock Split as such stockholder held
immediately prior to the split.
PURPOSE
The Board of Directors believed that it was in the best interests of River
Exploration to implement the Forward Stock Split on the basis that the low
number of issued and outstanding shares of common stock of River Exploration
would likely not appeal to brokerage firms and that when trading, the current
projected per share price level of our common stock will reduce the effective
marketability of our common stock because of the reluctance of many brokerage
firms to recommend stock to their clients or to act as market-makers for issuers
which do not have a sufficient number of shares of common stock issued and
outstanding.
CERTAIN RISKS ASSOCIATED WITH THE FORWARD STOCK SPLIT
THERE CAN BE NO ASSURANCE THAT THE TOTAL PROJECTED MARKET CAPITALIZATION OF
RIVER EXPLORATION'S COMMON STOCK AFTER THE PROPOSED FORWARD STOCK SPLIT WILL BE
EQUAL TO OR GREATER THAN THE TOTAL PROJECTED MARKET CAPITALIZATION BEFORE THE
PROPOSED FORWARD STOCK SPLIT OR THAT THE PER SHARE PRICE OF RIVER EXPLORATION'S
COMMON STOCK FOLLOWING THE FORWARD STOCK SPLIT WILL EITHER EXCEED OR REMAIN
HIGHER THAN THE CURRENT ANTICIPATED PER SHARE.
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There can be no assurance that the market price per new share of River
Exploration common stock (the "New Shares") after the Forward Stock Split will
rise or remain constant in proportion to the reduction in the number of old
shares of River Exploration common stock (the "Old Shares") outstanding before
the Forward Stock Split.
Accordingly, the total market capitalization of River Exploration's common stock
after the proposed Forward Stock Split may be lower than the total market
capitalization before the proposed Forward Stock Split and, in the future, the
market price of River Exploration's common stock following the Forward Stock
Split may not exceed or remain higher than the market price prior to the
proposed Forward Stock Split. In many cases, the total market capitalization of
a company following a Forward Stock Split is lower than the total market
capitalization before the Forward Stock Split.
THERE CAN BE NO ASSURANCE THAT THE FORWARD STOCK SPLIT WILL RESULT IN A PER
SHARE PRICE THAT WILL ATTRACT INVESTORS.
A DECLINE IN THE MARKET PRICE FOR RIVER EXPLORATION'S COMMON STOCK AFTER THE
FORWARD STOCK SPLIT MAY RESULT IN A GREATER PERCENTAGE DECLINE THAN WOULD OCCUR
IN THE ABSENCE OF A FORWARD STOCK SPLIT, AND THE LIQUIDITY OF RIVER
EXPLORATION'S COMMON STOCK COULD BE ADVERSELY AFFECTED FOLLOWING A FORWARD STOCK
SPLIT.
The market price of River Exploration's common stock will also be based on River
Exploration's performance and other factors, some of which are unrelated to the
number of shares outstanding. If the forward stock split is effected and the
market price of River Exploration's common stock declines, the percentage
decline as an absolute number and as a percentage of River Exploration's overall
market capitalization may be greater than would occur in the absence of a
forward stock split. In many cases, both the total market capitalization of a
company and the market price of a share of such company's common stock following
a forward stock split are lower than they were before the Forward Stock Split.
Furthermore, the liquidity of River Exploration's common stock could be
adversely affected by the reduced number of shares that would be outstanding
after the Forward Stock Split.
RIVER EXPLORATION'S COMMON STOCK TRADES AS A "PENNY STOCK" CLASSIFICATION WHICH
LIMITS THE LIQUIDITY FOR RIVER EXPLORATION'S COMMON STOCK.
River Exploration's stock is subject to "penny stock" rules as defined in
Exchange Act Rule 3a51-1. The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. River Exploration's
common stock is subject to these penny stock rules. Transaction costs associated
with purchases and sales of penny stocks are likely to be higher than those for
other securities. Penny stocks generally are equity securities with a price of
less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system).
As a result, all brokers or dealers involved in a transaction in which River
Exploration's shares are sold to any buyer, other than an established customer
or "accredited investor," must make a special written determination. These
Exchange Act rules may limit the ability or willingness of brokers and other
market participants to make a market in our shares and may limit the ability of
River Exploration's stockholders to sell in the secondary market, through
brokers, dealers or otherwise. River Exploration also understands that many
brokerage firms will discourage their customers from trading in shares falling
within the "penny stock" definition due to the added regulatory and disclosure
burdens imposed by these Exchange Act rules. These disclosure requirements may
have the effect of reducing the level of trading activity in the secondary
market for the common shares in the United States and stockholders may find it
more difficult to sell their shares. An orderly market is not assured or implied
as to River Exploration's common stock. Nor are there any assurances as to the
existence of market makers or broker/dealers for River Exploration's common
stock.
PRINCIPAL EFFECTS OF THE FORWARD STOCK SPLIT
In addition to those risk factors noted above, the Forward Stock Split will have
the following effects:
GENERAL CORPORATE CHANGE - (i) one (1) Old Share owned by a stockholder would be
exchanged for forty-five (45) New Shares, and (ii) the number of shares of River
Exploration's common stock issued and outstanding will be increased
proportionately based on the Forward Stock Split.
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If approved and effected, the Forward Stock Split will be effected
simultaneously for all of River Exploration's common stock. While the intent is
for the proposed forward split to affect all of River Exploration's stockholders
uniformly, the process of rounding up when any of River Exploration's
stockholders own a fractional share will result in a non-material change in each
stockholder's percentage ownership interest in River Exploration.
The Forward Stock Split does not materially affect the proportionate equity
interest in River Exploration of any holder of common stock or the relative
rights, preferences, privileges or priorities of any such stockholder.
FRACTIONAL SHARES - Any fractional shares of common stock resulting from the
forward split will "round up" to the nearest whole number. No cash will be paid
to any holders of fractional interests in River Exploration.
AUTHORIZED SHARES - The forward split will not change the number of authorized
shares of common stock of River Exploration, as states in River Exploration's
Articles of Incorporation, as amended.
ACCOUNTING MATTERS - The Forward Stock Split will not affect the par value of
River Exploration's common stock. As a result, as of the effective time of the
Forward Stock Split, the stated capital on River Exploration's balance sheet
attributable to River Exploration's common stock will be increased
proportionately based on the Forward Stock Split ratio, and the additional
paid-in capital account will be credited with the amount by which the stated
capital is increased. The per share net income or loss and net book value of
River Exploration's common stock will be restated because there will be a
greater number shares of River Exploration's common stock outstanding.
PROCEDURE FOR EFFECTING THE FORWARD STOCK SPLIT AND EXCHANGE OF STOCK
CERTIFICATES
Upon effectiveness of the Forward Stock Split, each outstanding share of River
Exploration will automatically be converted on the effective date at the
applicable Forward Stock Split ratio. It will not be necessary for stockholders
of River Exploration to exchange their existing stock certificates.
Certain of our registered holders of common stock may hold some or all of their
shares electronically in book-entry form with our transfer agent. These
stockholders do not have stock certificates evidencing their ownership of our
common stock. They are, however, provided with a statement reflecting the number
of shares registered in their accounts. If a stockholder holds registered shares
in book-entry form with our transfer agent, no action needs to be taken to
receive post-reverse stock split shares or cash payment in lieu of any
fractional share interest, if applicable. If a stockholder is entitled to
post-Forward Stock Split shares, a transaction statement will automatically be
sent to the stockholder's address of record indicating the number of shares of
common stock held following the reverse stock split.
FEDERAL INCOME TAX CONSEQUENCES OF THE FORWARD STOCK SPLIT
The following is a summary of certain material federal income tax consequences
of the Forward Stock Split. It does not purport to be a complete discussion of
all of the possible federal income tax consequences of the Forward Stock Split
and is included for general information only. Further, it does not address any
state, local or foreign income or other tax consequences. Also, it does not
address the tax consequences to holders that are subject to special tax rules,
such as banks, insurance companies, regulated investment companies, personal
holding companies, foreign entities, non-resident alien individuals,
broker-dealers and tax-exempt entities. The discussion is based on the
provisions of the United States federal income tax law as of the date hereof,
which is subject to change retroactively as well as prospectively. This summary
also assumes that the Old Shares were, and the New Shares will be, held as a
"capital asset," as defined in the Internal Revenue Code of 1986, as amended
(i.e., generally, property held for investment). The tax treatment of a
stockholder may vary depending upon the particular facts and circumstances of
such stockholder. Each stockholder is urged to consult with such stockholder's
own tax advisor with respect to the tax consequences of the Forward Stock Split.
No gain or loss should be recognized by a stockholder upon such stockholder's
exchange of Old Shares for New Shares pursuant to the Forward Stock Split. The
aggregate tax basis of the New Shares received in the Forward Stock Split
8
(including any fraction of a New Share deemed to have been received) will be the
same as the stockholder's aggregate tax basis in the Old Shares exchanged
therefor. The stockholder's holding period for the New Shares will include the
period during which the stockholder held the Old Shares surrendered in the
Forward Stock Split.
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, STOCKHOLDERS ARE
HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS
INFORMATION STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT
BE RELIED UPON BY STOCKHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE
IMPOSED ON STOCKHOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS
INCLUDED HEREIN BY THE COMPANY IN CONNECTION WITH THE PROMOTION OR MARKETING
(WITHIN THE MEANING OF CIRCULAR 230) BY THE COMPANY OF THE TRANSACTIONS OR
MATTERS ADDRESSED HEREIN; AND (C) STOCKHOLDERS SHOULD SEEK ADVICE BASED ON THEIR
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
River Exploration's view regarding the tax consequences of the Forward Stock
Split is not binding on the Internal Revenue Service or the courts. Accordingly,
each stockholder should consult with his or her own tax advisor with respect to
all of the potential tax consequences to him or her of the Forward Stock Split.
II. AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED COMMON STOCK
On March 24, 2009 the Board of Directors the consenting stockholder adopted and
approved a resolution to effect an amendment to our Articles of Incorporation to
increase the number of shares of authorized common stock from 75,000,000 to
200,000,000. The par value of each such common stock shall is and shall remain
$0.001 per share. Such amendment is referred to herein as the "Authorized Shares
Amendment."
Currently, River Exploration has 75,000,000 shares of common stock authorized,
of which 1,560,000 shares are issued and outstanding. The Authorized Shares
Amendment shall be effective twenty (20) days after this Information Statement
is mailed to stockholders of River Exploration; and thereafter, River
Exploration will have 200,000,000 shares of shares of common stock authorized
for issuance, of which 129,800,000will be available for issuance.
Any additional issuance of common stock could, under certain circumstances, have
the effect of delaying or preventing a change in control of River Exploration by
increasing the number of outstanding shares entitled to vote and by increasing
the number of votes required to approve a change in control of River
Exploration. Shares of common stock could be issued, or rights to purchase such
shares could be issued, to render more difficult or discourage an attempt to
obtain control of River Exploration by means of a tender offer, proxy contest,
merger or otherwise. The ability of the Board of the Directors to issue such
additional shares of common stock could discourage an attempt by a party to
acquire control of River Exploration by tender offer or other means. Such
issuances could therefore deprive stockholders of benefits that could result
from such an attempt, such as the realization of a premium over the market price
that such an attempt could cause. Moreover, the issuance of such additional
shares of common stock to persons interests aligned with that of the Board of
Directors could make it more difficult to remove incumbent managers and
directors from office even if such change were to be favorable to stockholders
generally.
While the increase in the number of shares of common stock authorized may have
anti-takeover ramifications, the Board of Directors believes that the financial
flexibility offered by the amendment outweighs any disadvantages. To the extent
that the increase in the number of shares of common stock authorized may have
anti-takeover effects, the amendment may encourage persons seeking to acquire
River Exploration to negotiate directly with the Board of Directors, enabling
the Board of Directors to consider a proposed transaction in a manner that best
serves the stockholders' interests.
The Board believes that it is advisable and in the best interests of River
Exploration to have available additional authorized but unissued shares of
common stock in an amount adequate to provide for River Exploration's future
9
needs. The unissued shares of common stock will be available for issuance from
time to time as may be deemed advisable or required for various purposes,
including the issuance of shares in connection with financing or acquisition
transactions. River Exploration has no present plans or commitments for the
issuance or use of the proposed additional shares of common stock in connection
with any financing.
The Authorized Shares Amendment is not intended to have any anti-takeover effect
and is not part of any series of anti-takeover measures contained in any debt
instruments or the Articles of Incorporation or the Bylaws of River Exploration
in effect on the date of this Information Statement. However, River Exploration
stockholders should note that the availability of additional authorized and
unissued shares of common stock could make any attempt to gain control of River
Exploration or the Board of Directors more difficult or time consuming and that
the availability of additional authorized and unissued shares might make it more
difficult to remove management. River Exploration is not aware of any proposed
attempt to take over River Exploration or of any attempt to acquire a large
block of River Exploration's stock. River Exploration has no present intention
to use the increased number of authorized common stock for anti-takeover
purposes.
ADDITIONAL AND AVAILABLE INFORMATION
River Exploration is subject to the informational filing requirements of the
Exchange Act and, in accordance therewith, is required to file periodic reports,
proxy statements and other information with the SEC relating to its business,
financial condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facility
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information
regarding the public reference facilities may be obtained from the SEC by
telephoning 1-800-SEC-0330. Our filings are also available to the public on the
SEC's website (www.sec.gov).
STATEMENT OF ADDITIONAL INFORMATION
River Exploration's Annual Report on Form 10-K, for the year ended November 30,
2008, and its Registration Statement on Form SB-2, filed on September 11, 2007,
are incorporated herein by this reference.
River Exploration will provide without charge to each person, including any
beneficial owner of such person, to whom a copy of this Information Statement
has been delivered, on written or oral request, a copy of any and all of the
documents referred to above that have been or may be incorporated by reference
herein other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference herein).
All documents filed by River Exploration pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Information
Statement shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Information
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Information Statement.
COMPANY CONTACT INFORMATION
All inquiries regarding River Exploration should be addressed to Andrew Aird,
President, at River Exploration's principal executive offices, at: River
Exploration, Inc., 112 North Curry Street, Carson City, Nevada 89703, Attn:
Andrew Aird, President, telephone (775) 321-8267.
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