UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
| | Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
| X | Definitive Information Statement
BONANZA GOLD CORP.
(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
4. Proposed maximum aggregate value of transaction
5. Total fee paid
|_| Check box if any party 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.
BONANZA GOLD CORP.
2415 East Camelback Road, Suite 700
Phoenix, AZ 85016
(602) 553-1190
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
To the Stockholders of Bonanza Gold Corp.:
This Information Statement is furnished to the stockholders of Bonanza Gold Corp., a Nevada corporation (“Bonanza Gold”), in connection with our prior receipt of approval by written consents, in lieu of a special meeting, of the holders of a majority of our common stock authorizing the board of directors of Bonanza Gold, to effectuate the reverse stock split (the “Stock Split”) of the issued and outstanding shares of common stock on a basis of up to 1 for 150. On January 5, 2011, Bonanza Gold obtained the approval of the Stock Split by written consent of stockholders that are the record owner of 129,000,000 shares of common stock which represent over 50% of the voting power as of January 5, 2011. The Stock Split cannot be effectuated until 20 days after the mailing of this Information Statement and the filing of an amendment to the articles of incorporation with the Secretary of State of the State of Nevada.
BONANZA GOLD IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO NOT SEND A PROXY. Because the written consent of the holders of a majority of our voting power satisfies all applicable stockholder voting requirements, we are not asking for a proxy: please do not send us one.
Only stockholders of record at the close of business on January 25, 2011 (the “Record Date”) shall be given a copy of the Information Statement. The date on which this Information Statement will be sent to stockholders will be on or about February 9, 2011.
The accompanying information statement is for information purposes only. Please read it carefully.
By Order of the Board of Directors
/s/ Lynn Harrison
Lynn Harrison
President
February 8, 2011
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EXISTING CERTIFICATES SHOULD NOT BE SENT TO THE CORPORATION OR THE TRANSFER AGENT BEFORE THE EFFECTIVE DATE OF THE FILING OF THE PROPOSED MOVE.
Unless and until the stockholder forwards a completed letter of transmittal, together with certificates representing such stockholder's shares of Nevada common stock to the transfer agent and receives in return a new certificate representing shares of Nevada common stock, such stockholder's existing common stock shall be deemed equal to the number of shares of Nevada common shares to which such stockholder is entitled as a result of the move.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes certain material federal income tax considerations relating to the proposed Stock Split. This discussion is based upon the Internal Revenue Code, existing and proposed regulations thereunder, legislative history, judicial decisions, and current administrative rulings and practices, all as amended and in effect on the date hereof. Any of these authorities could be repealed, overruled, or modified at any time. Any such change could be retroactive and, accordingly, could cause the tax consequences to vary substantially from the consequences described herein. No ruling from the Internal Revenue Service (the "IRS") with respect to the matters discussed herein has been requested, and there is no assurance that the IRS would agree with the conclusions set forth in this discussion.
This discussion may not address federal income tax consequences that may be relevant to particular stockholders in light of their personal circumstances or to stockholders who may be subject to special treatment under the federal income tax laws. This discussion also does not address any tax consequences under state, local or foreign laws.
STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCE OF THE MOVE FOR THEM, INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
The Stock Split is intended to be a tax-free recapitalization to the Corporation and its stockholders. Stockholders will not recognize any gain or loss for federal income tax purposes as a result of the Stock Split. The holding period for shares of common stock after the move will include the holding period of shares of common stock before the Stock Split, provided, that such shares of common stock are held as a capital asset at the effective date of the amendment. The aggregate adjusted basis of the shares of common stock after the move will be the same as the adjusted basis of the shares of common stock before the Stock Split.
Bonanza Gold believes that the foregoing addresses the material United States federal income tax consequences of the Stock Split to stockholders. The opinion is based upon the Code, applicable Treasury Regulations, judicial decisions and current administrative rulings, all of which are subject to change with retroactive effect. The tax consequences to stockholders of the Stock Split may be affected by their particular circumstances and by the applicability to them of one or more special rules like those which apply to dealers in securities, foreign persons, mutual funds, insurance companies and persons who do not hold their shares as capital assets. Therefore, Bonanza Gold urges stockholders to consult their own tax advisors concerning the effect of the Stock Split upon them, including the effect of any state, local or other tax to which they may be subject. An opinion of tax counsel will not be provided to stockholders. &nb sp;
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QUESTIONS AND ANSWERS REGARDING THE PROPOSAL AUTHORIZING THE BOARD TO CONDUCT THE PROPOSED MERGER.
Q. WHY IS APPROVAL SOUGHT FOR THE PROPOSED STOCK SPLIT OF THE COMMON STOCK ON A 1 FOR 150 BASIS?
A. The Board seeks approval of the Stock Split. It is the expectation of the Board that the Stock Split would stabilize the trading market , increase the market price of the resulting common stock and thus maintain a higher level of market interest in the shares, provide additional flexibility to management with regard to the issuance of shares and maintaining the proper market capitalization of the Company. The Board believes that the Stock Split will enhance the Company’s flexibility with regard to the ability to issue common stock for proper corporate purposes that may be identified from time to time, such as financing, acquisitions, compensation of employees, the establishment of strategic business relationships with other companies or the expansion of Bonanza Gold’s business through the acquisition of other businesses.
Q. HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSAL TO CONDUCT THE PROPOSED STOCK SPLIT?
A. All members of the Board of Directors have approved the proposal to authorize the board to effectuate the Stock Split of the common stock as is in the best interest of Bonanza Gold and the best interest of the current stockholders of Bonanza Gold.
Q. WILL THE PROPOSED STOCK SPLIT RESULT IN ANY TAX LIABILITY TO ME?
A. The proposed Stock Split is intended to be tax free for federal income tax purposes.
Q. WHAT VOTE OF THE STOCKHOLDER WILL RESULT IN THE PROPOSAL BEING PASSED?
A. To approve the proposals, the affirmative vote of a majority of the voting rights of the common stock and other shares holding voting rights is required. Consents in favor of the proposal have already been received from stockholders holding a majority of the voting securities of Bonanza Gold.
Q. WHO IS PAYING FOR THIS INFORMATION STATEMENT?
A. Bonanza Gold will pay for the delivery of this information statement.
Q. WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A: Lynn Harrison, President of Bonanza Gold Corp., 2415 East Camelback Road, Suite 700, Phoenix, AZ 85016, telephone: (602) 448-1861.
VOTE REQUIRED FOR APPROVAL
The Board of Directors of Bonanza Gold have adopted, ratified and approved the proposal to authorize the Stock Split and stockholders of the Corporation holding a majority of the voting power on the Record Date have approved the proposed Stock Split to the stockholders for their approval.
DISSENTER'S RIGHTS OF APPRAISAL
The Nevada Revised Statutes (the Nevada Law) do not provide for dissenter's rights in connection with the proposed amendment of the Articles of Incorporation to effectuate a reverse stock split.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors fixed the close of business on January 25, 2011 as the record date for the determination of the common stockholders entitled to notice of the action by written consent.
As of January 25, 2011, Bonanza Gold had issued and outstanding 204,000,000 shares of common stock. A Stockholder holding a controlling interest equaling not less than fifty percent (50%) of voting rights of the securities of Bonanza Gold, as of the record date have consented to the action required to carry the proposed Stock Split.
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SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT STOCKHOLDERS
The following table sets forth certain information concerning the ownership of the Corporation's common stock as of January 25, 2011, with respect to: (i) each person known to the Corporation to be the beneficial owner of more than five percent of the Corporation's common stock; (ii) all directors; and (iii) directors and executive officers of the Corporation as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures provided below. As of January 25, 2011, there were 204,000,000 shares of common stock issued and outstanding.
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Title of Class |
| Name and Address of |
| Amount and Nature of |
| Percent of Class |
Common |
| Lynn Harrison c/o Bonanza Gold Corp. 2415 East Camelback Road, Suite 700 Phoenix, AZ 85016 |
| 129,000,000 |
| 63.24% |
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed move or in any action covered by the related resolutions adopted by the Board of Directors, which is not shared by all other stockholders.
Nevada Anti-Takeover Provisions
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada Corporation Law will apply to us. Section 78.438 of the Nevada law prohibits a company from merging with or selling more than 5% of our assets or stock to any stockholder who owns or owned more than 10% of any stock or any entity related to a 10% stockholder for three years after the date on which the stockholder acquired our shares, unless the transaction is approved by our Board of Directors. The provisions also prohibit us fromcompleting any of the transactions described in the preceding sentence with a 10% stockholder who has held the shares more than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% stockholder or any related entity. These provisions could delay, defer or prevent a change i n control of the surviving Company.
FORWARD-LOOKING STATEMENTS
This information statement may contain certain “forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing our expectations or beliefs regarding our company. These forward-looking statements include, but are not limited to, statements concerning our operations, economic performance, financial condition, and prospects and opportunities. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “might,” or “continue” or the negative or other variations thereof or comparab le terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including factors discussed in this and other of our filings with the U.S. Securities and Exchange Commission.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the Securities Exchange Act, we file periodic reports, documents, and other information with the Securities and Exchange Commission relating to our business, financial statements, and other matters. These reports and other information may be inspected and are available for copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549. Our SEC filings are also available to the public on the SEC’s website athttp://www.sec.gov .
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INCORPORATION OF FINANCIAL INFORMATION
We “incorporate by reference” into this Information Statement the information in certain documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. We incorporate by reference into this information statement the following documents we have previously filed with the SEC: including our Form 10-K annual report for the year ended December 31, 2009 and quarterly reports on Form 10-Q for the past quarters ended March 31, 2010, June 30, 2010 and September 30, 2010, any reports on Form 8-K or other forms which have been filed with the Securities and Exchange Commission are incorporated herein by reference. All of these forms may be accessed through the EDGAR archives, at www.sec.gov.
Only one information statement is being delivered to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of the stockholders. We will undertake to deliver promptly upon written or oral request a separate copy of the information statement to a stockholder at a shared address to which a single copy of the information statement was delivered. You may make a written or oral request by sending a written notification to our principal executive offices at 2415 East Camelback Road, Suite 700, Phoenix, AZ 85016 stating your name, your shared address, and the address to which we should direct the additional copy of the information statement or by calling our principal executive offices. If multiple stockholders sharing an address have received one copy of this information statement and would prefer us to mail each stockholder a separate copy of future mailings, you may send notif ication to or call our principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this information statement and would prefer us to mail one copy of future mailings to stockholders at the shared address, notification of that request may also be made by mail or telephone call to our principal executive offices.
Dated: February 8, 2011
By Order of the Board of Directors
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/s/ Lynn Harrison |
APPENDICES
Exhibit A-Written Consent of the Majority Stockholder
Exhibit B- Articles of Amendment
Exhibit A
BONANZA GOLD CORP.
WRITTEN CONSENT
OF MAJORITY SHAREHOLDER
OF
BONANZA GOLD CORP.
The undersigned, being the majority shareholder of all of the outstanding shares of common stock of Bonanza Gold Corp., a Nevada corporation (the “Corporation”), and acting by written consent in lieu of a meeting in accordance with Section 78.320 of the Nevada Revised Statutes, resolves as follows:
RESOLVED, that the Corporation be, and hereby is authorized to effectuate a 1 for 150 reverse stock split of the Corporation’s common stock.
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of the 5th day of January, 2011.
/s/ Lynn Harrison
________________________
Lynn Harrison
Exhibit B
ROSS MILLER
Secretary of State
204 North Carson Street
Suite 1
Carson City, Nevada 89701-4520 (776) 684-6708
Website:www.nvsos.gov
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Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) |
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
Name of corporation:
Bonanza Gold Corp.
2.
The articles have been amended as follows: (provide articlenumbers, if available) Article 3 is by adding at the end thereof the following:
"Effective as of March 1, 2011, each share of common stock of the Corporation issued and outstanding as of the record date set by the Corporation's board of directors will be subject to a 1 for 150 reverse split, with all fractional shares being rounded up to the nearest whole share."
All other aspects of Article 3 shall remain unchanged.
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: January 5, 2011
4.
Effective date of filing: (optional) March 1, 2011
(must not be later than 90 days after the certificate is filed)
5.
Signature: (required)
x
Signature of Officer
if any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT:Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
Nevada Secretary of State Amend Profit-After
This form must be accompanied by appropriate fees.
Revised; 3-6-09