UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14F-1
INFORMATION
STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES
EXCHANGE
ACT OF 1934 AND RULE 14f-1 THEREUNDER
NEVADA
GOLD HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
000-52636
|
|
20-3724068
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
800
E. Colorado Blvd., Suite 888
Pasadena,
CA 91101
(Address
of principal executive offices, including zip code)
925-938-0406
(Registrant’s
telephone number, including area code)
NOTICE
OF CHANGE IN MAJORITY OF DIRECTORS
********************
NO VOTE
OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH
THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU
ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
********************
NEVADA
GOLD HOLDINGS, INC.
800
E. Colorado Blvd., Suite 888
Pasadena,
CA 91101
INFORMATION
STATEMENT PURSUANT TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
THIS
INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL
PURPOSES
AND NOT
IN CONNECTION WITH ANY VOTE OF THE STOCKHOLDERS OF
NEVADA
GOLD HOLDINGS, INC.
INTRODUCTION
This
Information Statement is being mailed on or about November 18, 2010 to holders
of record of shares of common stock of Nevada Gold Holdings, Inc., a Delaware
corporation (the “Company”, “we”, “us,” or “our”), as of the close of business
on November 11, 2010. This Information Statement is provided to you
for information purposes only. We are not soliciting proxies in
connection with the matters described in this Information
Statement. You are urged to read this Information Statement
carefully.
You are
not, however, required to take any action.
On
October 29, 2010, the Company entered into a Subscription Agreement (the
“Subscription Agreement”) with Far East Golden Resources Investment Limited, a
Hong Kong limited liability company (“FEGRI”), pursuant to which FEGRI acquired
30,000,000 units of securities of the Company (the “PPO Units”) at a purchase
price of $0.10 per PPO Unit. Each PPO Unit consists of (i) one share
of common stock, par value $0.001 per share, of the Company and (ii) a warrant
representing the right to purchase one share of the Company’s common stock,
exercisable for a period of five years at an initial exercise price of $0.10 per
share. FEGRI is a wholly owned subsidiary of Hybrid Kinetic Group
Limited, an exempt company incorporated in Bermuda with limited liability,
engaged in the environmental automotive business.
Pursuant
to the terms of the Subscription Agreement, the Company has agreed to increase
the size of its Board of Directors from three to seven members, and FEGRI is
entitled to nominate four (4) reasonably qualified candidates to fill the
vacancies created thereby. FEGRI has designated Yung Yeung, Chunhua
Huang, Wei Wang and Vincent Wang as the proposed directors. The
appointment of the new directors will constitute a change in the majority of our
directors.
Our
current directors, David Rector, John N. Braca and David C. Mathewson, will
remain as directors.
The
appointment of the new directors will not take effect until at least ten days
after this Information Statement is filed with the Securities and Exchange
Commission (the “SEC”) and mailed to all the holders of record of our common
stock, in compliance with the requirements of Section 14(f) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1
promulgated thereunder.
VOTING
SECURITIES
Our Board
of Directors fixed the close of business on November 11, 2010 as the record date
for determining the holders of our common stock who are entitled to receive this
Information Statement. Our authorized capital stock consists of
300,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of
preferred stock, par value $0.001. As of the record date, there were
37,851,862 shares of our common stock issued and outstanding and no shares of
preferred stock outstanding. Each stockholder is entitled to one vote
per share of common stock held on all matters to be voted on. The
intended change in directors is not subject to a shareholder vote.
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table sets forth information regarding our current directors and
executive officers:
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
David
Rector
|
|
63
|
|
Chief
Executive Officer, President, Treasurer and Director
|
|
John
N. Braca
|
|
52
|
|
Director
|
|
David
C. Mathewson
|
|
66
|
|
Director
|
The
principal occupation and business experience during the past five years for our
current executive officers and directors is as follows:
David Rector,
Chief Executive Officer, President,
Treasurer and Director
. Mr. Rector has served as our Chief
Executive Officer, President, Treasurer and Director since November 5,
2009. Mr. Rector does not have an employment agreement with us but
receives $7,500 per month in compensation for his services to us. Mr.
Rector had previously served as our Chief Executive Officer, Chief
Financial Officer, President, Secretary, Treasurer and Director from April 19,
2004 through December 31, 2008. He has served as Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer and Director
of Standard Drilling, Inc. since November 2007 and of Universal Gold Mining
Corp. since September 30, 2008. Mr. Rector previously served as
President, Chief Executive Officer and Chief Operating Officer of Nanoscience
Technologies, Inc. from June 2004 to December 2006, when he resigned as an
officer and director of Nanoscience. Mr. Rector also served as Chief
Executive Officer, Chief Financial Officer, President and Treasurer of
California Gold Corp. from June 15, 2007 to July 11, 2007 and again from August
8, 2007 to November 12, 2007. Since June 1985, Mr. Rector has been
the principal of the David Stephen Group, which provides enterprise consulting
services to emerging and developing companies in a variety of
industries. From January 1995 until June 1995, Mr. Rector served as
the General Manager of the Consumer Products Division of Bemis-Jason
Corporation. Mr. Rector was employed by Sunset Designs Inc., a
manufacturer and marketer of consumer product craft kits from June 1980 until
June 1985.
Additionally,
Mr. Rector currently serves on the Board of Directors of the following public
companies:
|
Name
|
|
Director
Since
|
|
|
|
|
|
Senesco
Technologies, Inc. (AMEX:SNT)
|
|
February
2002
|
|
Dallas
Gold & Silver Exchange (AMEX:DSG)
|
|
May
2003
|
|
California
Gold Corp.. (OTCBB:CLGL)
|
|
June
2007
|
|
Standard
Drilling, Inc. (STDR.PK)
|
|
November
2007
|
|
Li3
Energy, Inc. (OTCBB:LIEG)
|
|
June 2008
|
|
Universal
Gold Mining Corp. (OTCBB:UGDM)
|
|
September
2008
|
As a
result, the amount of time that Mr. Rector has to devote to our activities may
be limited.
John N. Braca,
Director
. Mr. Braca
became a director of the Company on November 13, 2009. Mr.
Braca is a licensed Certified Public Accountant in the State of
Pennsylvania and is affiliated with the American Institute of Certified Public
Accountants and the Pennsylvania Institute of Certified Public
Accountants. Mr. Braca currently serves as a director and member
of the audit and compensation committees of Senesco Technologies,
Inc. He has also served as a director and board observer
for other healthcare, technology and biotechnology companies over the
course of his career. He continues to work with both investors and
management of companies in both exit and business development
scenarios. Since April 2006, Mr. Braca has been the managing director
of Fountainhead Venture Group, a healthcare information technology venture fund
providing investment and business consulting services to evolving
businesses. From May 2005 through March 2006, Mr. Braca was a
business advisor to GlaxoSmithKline research and
development operations. From 1997 to April 2005, Mr. Braca was a
general partner and director of business investments for S.R. One Limited, the
venture capital subsidiary of GlaxoSmithKline. From January 2000 to
July 2003, Mr. Braca was a general partner of Euclid SR Partners Corporation, an
independent venture capital partnership. Prior to joining S.R. One,
Mr. Braca held various finance and operating positions of increasing
responsibility within several subsidiaries and business units of
GlaxoSmithKline. Mr. Braca received a Bachelor of Science in Accounting
from Villanova University and a Master of Business Administration in Marketing
from Saint Joseph’s University.
David C. Mathewson,
Director and Geological
Advisor
.
Mr. Mathewson was
the Chief Executive Officer, President, Secretary, Treasurer, Chief Geologist
and sole director of Nevada Gold Enterprises, Inc., a Nevada corporation, from
its inception on October 7, 2008, and became Chief Executive Officer, President,
Secretary, Treasurer, Chief Geologist and sole director of the Company on
December 31, 2008. He resigned as Chief Executive Officer, President,
Secretary, Treasurer and Chief Geologist on November 5, 2009, but remains as our
director and Geological Advisor. Mr. Mathewson has more than 30
years of hands-on gold exploration experience on the Carlin gold trend in
north-central Nevada. Between August 2006 and August 2008, Mr.
Mathewson was President, Chief Geologist and director of Gold Run, Inc., a
public company. Between June 2002 and June 2006, Mr. Mathewson was
the Vice President of Exploration for Tone Resources, Ltd., a Canadian
corporation, where he managed that company’s gold exploration program (Mr.
Mathewson remained a director of Tone Resources until his resignation on March
23, 2007). Between May 2001 and June 2002, Mr. Mathewson staked
claims and evaluated business opportunities both as an individual and through
his 50%-owned company, KM Exploration, Ltd (which has since been
dissolved). Between January 1995 and May 2001, he was the Regional
Manager of Exploration for Newmont Mining Company, where he was responsible for
managing that company’s exploration activities in the Great Basin and Carlin
gold trends. Prior to that, he was engaged as Newmont Mining
Company’s Senior Exploration Geologist from April 1989 through December
1995.
David
Rector will continue to serve as the Company’s Chief Executive Officer,
President, Treasurer and Director, and John N. Braca and David C. Mathewson will
continue to serve as directors of the Company.
Proposed
Directors
Pursuant
to the terms of the Subscription Agreement, the Company has agreed to increase
the size of its Board of Directors from three to seven members, and FEGRI is
entitled to nominate four (4) reasonably qualified candidates to fill the
vacancies created thereby. FEGRI has named the following individuals
to the Company’s Board of Directors. The following table sets forth
information for the proposed directors:
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Yung
Yeung
|
|
53
|
|
Chairman
of the Board
|
|
Chunhua
Huang
|
|
46
|
|
Director
|
|
Wei
Wang
|
|
43
|
|
Director
|
|
Vincent
Wang
|
|
37
|
|
Secretary
and Director
|
The
principal occupation and business experience during the past five years for the
proposed directors is as follows:
Yung Yeung
,
Chairman of the Board
, has
been Chairman of the Board of Hybrid Kinetic Group Limited since
1998. Dr. Yeung is a well-known, highly successful automotive
industrialist and pioneering international financier. He serves as a
director of the John Hopkins University Center – Nanjing University Centre for
Chinese and American Studies. Dr. Yeung was the chairman, chief
executive officer and president of Brilliance China Automotive Holdings Limited
from 1992 to 2002 and also the chairman and president of Shenyang Jinbei
Passenger Vehicle Manufacture Co., Ltd. from 1992 to 2002. Dr. Yeung
holds a Ph.D. Degree in Economics from China’s Southwest University of Finance
& Economics.
Chunhua Huang
,
Director
, is Vice Chairman of
the Board of Hybrid Kinetic Group Limited, since August 2010. Dr.
Huang started his investment banking career as a China equity analyst at James
Capel (Asia) (now HSBC Securities) from 1994 to 1996. He was a senior
member of the top-ranked China research team of Credit Lyonnais Securities Asia
(CLSA) between 1996 and 2000. Dr. Huang joined Brilliance China
Automotive Holdings Limited to serve as Chief Financial Officer of Far Eastern
Golden Resources between August 2000 and May 2004 and as Deputy Chairman between
November 2002 and August 2007. From May 2007 to April 2009, Dr. Huang
returned to the brokerage industry to join BNP Paribas as Director of China
Equity Research and a China Equity Strategist. He holds a Bachelor of
Economics Degree from Wuhan University in China, and an MBA and PhD in Marketing
from the University of Strathclyde in Scotland.
Wei Wang
,
Director
, has been Vice
President for Marketing, Sales, and Services of Hybrid Kinetic Motors Corp.
since 2009. Prior to joining Hybrid Kinetic Motors, he served as
Chief Representative in SeverStal Overseas Ltd.’s Beijing Representative Office
from 2005 to 2008 and as General Manager for Strategic Raw Materials Development
in SeverStal North America, Inc. from 2005 to 2009. He holds an MBA
from the University of Michigan and a doctorate and masters in Materials Science
and Engineering from Ohio State University.
Vincent Wang
,
Secretary and Director
, was
appointed as our Secretary in November 2010. Mr. Wang has been Vice
President of Hybrid Kinetic Motors Corp. since 2009 and also serves as a
director of American Compass, Inc, a wholly-owned subsidiary of Hybrid Kinetic
Group Limited, since 2009. Mr Wang has extensive experience in
educational and linguistic fields. He holds a masters degree in
linguistics from National Taiwan Normal University.
Following
the expiration of the ten day period in accordance with Section 14(f) of the
Exchange Act, Yung Yeung will be the Chairman of the Board and David Rector,
John N. Braca, David C. Mathewson, Chunhua Huang, Wei Wang and Vincent Wang will
be our directors.
Involvement
in Certain Legal Proceedings
None of
our executive officers, directors or proposed directors has been involved in any
of the following events during the past ten years:
|
|
(a)
|
any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time;
|
|
|
(b)
|
any
conviction in a criminal proceeding or subject to a pending criminal
proceeding, excluding traffic violations and other minor
offences;
|
|
|
(c)
|
being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities, futures, commodities or
banking activities;
|
|
|
(d)
|
being
found by a court of competent jurisdiction in a civil action, the SEC or
the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated;
|
|
|
(e)
|
Being
the subject of or a party to any judicial or administrative order,
judgment, decree or finding, not subsequently reversed, suspended or
vacated relating to an alleged violation of any federal or state
securities or commodities law or regulation, or any law or regulation
respecting financial institutions or insurance companies, including, but
not limited to, a temporary or permanent injunction, order of disgorgement
or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order, or any law or
regulation prohibiting mail fraud, wire fraud or fraud in connection with
any business entity; or
|
|
|
(f)
|
Being
the subject of or a party to any sanction or order, not subsequently
reversed, suspended or vacated, of any self-regulatory organization (as
defined in Section 3(a)(26) of the Exchange Act), any registered entity
(as defined in Section 1(a)(29) of the Commodity Exchange Act), or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.
|
Terms
of Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of the Company’s stockholders or until removed from office in
accordance with the Company’s By-Laws and the provisions of the Delaware General
Corporation Law. Each of the Company’s directors will hold office
after the expiration of his or her term until his or her successor is elected
and qualified, or until he or she resigns or is removed in accordance with the
Company’s By-Laws and the provisions of the Delaware General Corporation
Law.
Certain
Relationships and Transactions
There are
no family relationships between any of our current directors or executive
officers and the proposed directors. The proposed directors are not
currently directors of the Company, do not hold any position with the Company,
and have not been involved in any material proceeding adverse to the Company or
its subsidiaries or have a material interest adverse to the Company or its
subsidiaries. Further, the proposed directors have not engaged in any
transactions with the Company or any of its directors, executive officers,
affiliates, or associates that are required to be disclosed pursuant to
applicable SEC rules and regulations. Other than the transactions
contemplated by the Subscription Agreement and option grants described herein
under “Compensation of Directors and Executive Officers—Executive Compensation,”
since the beginning of the Company’s last fiscal year, there were no
transactions involving our present officers, directors and principal
shareholders that are required to be disclosed pursuant to applicable SEC rules
and regulations.
Review,
Approval or Ratification of Transactions
The
Company currently has not adopted a written code of ethics.
Although
we have not adopted a code of ethics, we still rely on our Board of Directors to
review related party transactions on an ongoing basis to prevent conflicts of
interest. Our Board of Directors reviews a transaction in light of
the affiliations of the director, officer, or employee and the affiliations of
such person’s immediate family. Transactions are presented to our Board of
Directors for approval before they are entered into or, if this is not possible,
for ratification after the transaction has occurred. If our Board of
Directors finds that a conflict of interest exists, then it will determine the
appropriate remedial action, if any. Our Board of Directors approves
or ratifies a transaction if it determines that the transaction is consistent
with the best interests of the Company.
Committees
of the Board of Directors
Our Board
of Directors met four times during the fiscal year ended December 31,
2009. All other proceedings of our Board of Directors were conducted
by resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such written consents
are, according the Delaware General Corporation Law and our By-Laws, as valid
and effective as if they had been passed at a meeting of our directors duly
called and held.
We
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Due to our small size and limited
operations to date, we believe that the functions of such committees can be
adequately performed by our Board of Directors. As our common stock
is not presently listed for trading or quotation on a national securities
exchange or NASDAQ, we are not presently required to have Board
committees.
Although
we do not have an audit committee, the Board of Directors has determined that
John N. Braca meets the definition of an “audit committee financial expert,” as
defined in Item 407 of Regulation S-K.
Director
Independence
We are
not currently subject to listing requirements of any national securities
exchange or inter-dealer quotation system which has requirements that a majority
of the board of directors be “independent.” Nevertheless, our Board
of Directors has determined that one of our three directors, John N. Braca, is
“independent” within the definition of independence provided in the Marketplace
Rules of The Nasdaq Stock Market.
Subject
to some exceptions, these standards generally provide that a director will not
be independent if (a) the director is, or in the past three years has been, an
employee of ours; (b) a member of the director’s immediate family is, or in the
past three years has been, an executive officer of ours; (c) the director or a
member of the director’s immediate family has received more than $120,000 per
year in direct compensation from us other than for service as a director (or for
a family member, as a non-executive employee); (d) the director or a member of
the director’s immediate family is, or in the past three years has been,
employed in a professional capacity by our independent public accountants, or
has worked for such firm in any capacity on our audit; (e) the director or a
member of the director’s immediate family is, or in the past three years has
been, employed as an executive officer of a company where one of our executive
officers serves on the compensation committee; or (f) the director or a member
of the director’s immediate family is an executive officer of a company that
makes payments to, or receives payments from, us in an amount which, in any
twelve-month period during the past three years, exceeds the greater of
$1,000,000 or two percent of that other company’s consolidated gross
revenues.
Following
the change in our Board of Directors, we believe that three of the proposed
directors, Yung Yeung, Chunhua Huang and Wei Wang, will qualify as independent
directors.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our directors, executive officers, and
stockholders holding more than 10% of our outstanding common stock to file with
the SEC initial reports of ownership and reports of changes in beneficial
ownership of our common stock. Executive officers, directors, and
persons who own more than 10% of our common stock are required by SEC
regulations to furnish us with copies of all Section 16(a) reports they
file.
Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to the
Company under Rule 16a-3(e) under the Exchange Act during its most recent
fiscal year and Forms 5 and amendments thereto furnished to the Company with
respect to its most recent fiscal year, and any written representation to the
Company from the reporting person that no Form 5 is required, no person who, at
any time during the fiscal year, was a director, officer, beneficial owner of
more than ten percent of the Company’s Common Stock, or any other person known
to the Company to be subject to Section 16 of the Exchange Act with respect to
the Company, failed to file on a timely basis, as disclosed in the above Forms,
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year, except as described below:
|
Name
|
|
Number
of late reports
|
|
Number
of transactions that were not reported on a timely basis
|
|
Failure
to file a required Form
|
|
|
|
|
|
|
|
|
|
David
Rector
|
|
1
|
|
1
|
|
—
|
|
David
C. Mathewson
|
|
3
|
|
3
|
|
—
|
|
John
N. Braca
|
|
1
|
|
1
|
|
—
|
Nominations
to the Board of Directors
Our
directors take a critical role in guiding our strategic direction and oversee
the management of the Company. Board of Director candidates are
considered based upon various criteria, such as their broad-based business and
professional skills and experiences, a global business and social perspective,
concern for the long-term interests of the stockholders, diversity, and personal
integrity and judgment. Accordingly, we seek to attract and retain
highly qualified directors.
In
carrying out its responsibilities, the Board of Directors will consider
candidates suggested by stockholders. If a stockholder wishes to
formally place a candidate’s name in nomination, however, such stockholder must
do so in accordance with the provisions of the Company’s By-Laws.
Board
Leadership Structure and Role on Risk Oversight
David
Rector currently serves as the Company’s Chief Executive Officer, President,
Treasurer and Director and Vincent Wang current serves as the Company’s
Secretary. At present, we have determined this leadership structure
is appropriate for the Company due to our small size and limited operations and
resources. Subsequent to the forthcoming change in directors, it is
anticipated that Mr. Rector will continue to serve as our Chief Executive
Officer, President, Treasurer and Director, Mr. Vincent Wang will continue to
serve as our Secretary and John N. Braca, David C. Mathewson, Yung Yeung,
Chunhua Huang, Wei Wang and Mr. Vincent Wang will serve as
directors. The Board of Directors will continue to evaluate the
Company’s leadership structure and modify such structure as appropriate based on
the size, resources, and operations of the Company.
Mr.
Rector is exclusively involved in the general oversight of risks that could
affect our Company as he is the principal executive and financial officer of the
Company.
Legal
Proceedings
The
Company is not aware of any legal proceedings in which any director, officer, or
record or beneficial owner of more than five percent (5%) of the Company’s
outstanding common stock is a party adverse to the Company or has a material
interest adverse to the Company, or an affiliate of such persons.
Stockholder
Communication with the Board of Directors
Stockholders
may send communications to our Board of Directors by writing to: Nevada Gold
Holdings, Inc., 800 E. Colorado Blvd., Suite 888, Pasadena, California
91101, Attention: Board of Directors.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
Executive
Compensation
The
following table summarizes all compensation earned by or paid to our Chief
Executive and Financial Officer (Principal Executive and Financial Officer) and
other executive officers during the two fiscal years ended December 31, 2009 and
2008.
Summary
Compensation Table
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-
Equity
Incentive
Plan
Compen-
sation ($)
|
|
Change
in
Pension
Value
and
Non-qualified
Deferred
Compen-
sation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total ($)
|
|
David
Rector
(1)
|
|
2009
|
|
$
|
12,000
|
|
|
—
|
|
|
—
|
|
$
|
16,231
|
|
|
—
|
|
|
—
|
|
|
—
|
|
$
|
28,231
|
|
CEO,
President, Treasurer and Director
|
|
2008
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Mathewson
(2)
|
|
2009
|
|
$
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
15,000
|
|
Geological
Advisor and Director
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Mr.
Rector was our sole officer and director until December 31, 2008, when he
resigned all positions with the Company; on November 5, 2009, he became
our Chief Executive Officer, President, Secretary and
Director.
|
|
(2)
|
Mr.
Mathewson became our sole officer and director on December 31, 2008; he
resigned his officer positions on November 5,
2009.
|
On
December 30, 2008, the Company’s Board of Directors adopted the 2008 Equity
Incentive Plan (the “2008 Plan”) which provided for incentive award grants of up
to 4,000,000 shares of our common stock. If an incentive award
granted under the 2008 Plan expires, terminates, is unexercised or is forfeited,
or if any shares are surrendered to us in connection with an incentive award,
the shares subject to such award and the surrendered shares will become
available for further awards under the 2008 Plan. As a result of the
one-for-fifteen reverse stock split effected on September 15, 2010, the number
of shares of common stock reserved under the 2008 Plan was reduced to
266,667. On September 16, 2010, the Company amended the 2008 Plan to
increase the total number of shares of our common stock that may be granted
pursuant to awards under such 2008 Plan to 3,000,000 and to add a provision for
automatic annual increases based on increases in its
capitalization.
On
November 5, 2009, our Board of Directors granted under our 2008 Plan to David
Rector, in connection with his appointment as our Chief Executive Officer,
President, Secretary and director, incentive stock options to purchase 1,000,000
shares of common stock at a purchase price of $0.135 per share (before
adjustment for the one-for-fifteen reverse stock split effected on September 15,
2010), vesting 100% on December 31, 2010, and expiring November 4,
2014.
On
November 16, 2009, our Board of Directors granted under our 2008 Plan to John N.
Braca, in connection with his appointment as our director, non-qualified stock
options to purchase 250,000 shares of Common Stock at a purchase price of $0.127
per share (before adjustment for the one-for-fifteen reverse stock split
effected on September 15, 2010), vesting 100% on December 31, 2010, and expiring
November 15, 2014.
Except as
described above, we have not issued any stock options, nor have we maintained
any stock option or other incentive plans other than our 2008
Plan. We have no plans in place and have never maintained any plans
that provide for the payment of retirement benefits or benefits that will be
paid primarily following retirement including, but not limited to, tax qualified
deferred benefit plans, supplemental executive retirement plans, tax-qualified
deferred contribution plans and nonqualified deferred contribution
plans.
Employment
Agreements with Executive Officers
The
Company entered into an employment agreement effective as of January 1, 2009
(the “Effective Date”) with David Mathewson, pursuant to which Mr. Mathewson
served as our Chief Executive Officer, President and Chief
Geologist. The term of the employment agreement commenced on the
Effective Date and was to end on the first anniversary of the Effective Date,
unless sooner terminated as provided in employment agreement (the “Term”);
thereafter, the Term would have automatically renewed for successive periods of
one year, unless either party gave to the other at least thirty (30) days’ prior
written notice of their intention not to renew the employment agreement prior to
the end of the Term or the then applicable renewal Term, as the case may be.
Pursuant to the employment agreement, Mr. Mathewson’s annual base salary was
$120,000; provided, however, that for the first year of the term, the base
salary was $105,000 per annum, with $5,000 payable for the months of January,
February and March of 2009, and $10,000 payable for the remaining months of
2009. Mr. Mathewson received a total of $15,000 in salary in
2009. The employment agreement contained no provisions relating to a
bonus.
The Board
of Directors would have determined whether and to what extent Mr. Mathewson
would participate in any stock or option plan of the Company. During
the Term, Mr. Mathewson was entitled to participate in the Company’s insurance
programs and any ERISA benefit plans that may be adopted.
Mr.
Mathewson was entitled to receive reimbursement of all expenses reasonably
incurred by him in performing his services, including all travel and living
expenses while away from home on business or incurred at the specific request or
direction of the Company. The Company advanced to Mr. Mathewson, on a
fully accountable basis, an allowance for reimbursable expenses of $5,000 per
month (or, if reimbursable expenses for the prior month did not equal or exceed
$5,000, then an amount equal to $5,000 less the unused portion of the prior
month’s advance).
The
Company was to grant Mr. Mathewson a 1% net smelter return royalty (“NSR”) for
all prospects generated by him that were acquired by staking for the
Company. The Company was to grant Mr. Mathewson a 1/2% percent NSR
for all prospects generated by him that are subsequently leased by the Company,
exclusive of the “Tempo” property, provided that (i) such lease carries a total
maximum NSR of 4% percent (inclusive of the 1/2% percent NSR to Mr. Mathewson),
and (ii) such lease does not adjoin a claim from which Mr. Mathewson is
otherwise entitled to receive participation in an NSR. The Company was to have
the right to purchase all of such 1/2% percent NSRs respecting leased prospects
in the aggregate at any time for $500,000.
On
November 5, 2009, the Company and Mr. Mathewson agreed to terminate the
employment agreement, and Mr. Mathewson resigned as Chief Executive Officer,
President, Secretary, Treasurer and Chief Geologist of the
Company. Mr. Mathewson waived the right to receive any base salary
accrued to the termination date but not yet paid. The Company is not
obligated to pay Mr. Mathewson any severance. No NSRs have accrued
under the agreement, and the Company is not obligated to grant any NSRs to Mr.
Mathewson. Mr. Mathewson agreed that he will not, directly or
indirectly, own, manage, operate, finance, control or participate in the
ownership, management, operation, financing, or control of, be employed by,
associated with, or in any manner connected with, lend any credit to, or render
services or advice to any business, firm, corporation, partnership, association,
joint venture or other entity that engages in or conducts the business of gold
exploration, anywhere within the Tempo property located in Lander County,
Nevada, or within two miles of the current outside boundary of the Tempo
property, for a period of three years or for as long as the Company maintains
ownership control or a participatory involvement in the Tempo property
(whichever is longer), or unless otherwise agreed upon by the Company’s Board of
Directors. Mr. Mathewson also surrendered to the Company, without
payment therefor, 2,000,000 shares (before giving effect to the one-for-fifteen
reverse stock split) of the Company’s common stock, which were cancelled and
returned to authorized but unissued shares.
Board
Compensation
We have
no standard arrangement to compensate directors for their services in their
capacity as directors. Directors are not paid for meetings
attended. All travel and lodging expenses associated with corporate
matters are reimbursed by us, if and when incurred.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
Company has only one class of stock outstanding, its common
stock. The holders of the Company’s common stock are entitled to one
vote per share of common stock held on all matters submitted to a vote of
stockholders and have equal rights to receive dividends, when and if declared by
our Board of Directors, out of funds legally available for such
purpose. In the event of liquidation, holders of the Company’s common
stock are entitled to share ratably in the net assets of the Company available
for distribution to stockholders.
The
following table sets forth certain information with respect to the beneficial
ownership of the outstanding common stock as of November 11, 2010 by: (i) any
stockholder known to us who owns more than five percent (5%) of our common
stock; (ii) each of our executive officers and directors; (iii) each of the
proposed directors; and (iv) our executive directors and directors as a
group. As of November 11, 2010, there were 37,851,862 shares of our
common stock outstanding. To our knowledge, except as indicated in
the footnotes to this table or pursuant to applicable community property laws,
the persons named in the table have sole voting and investment power with
respect to all shares of common stock shown as beneficially owned by
them.
|
Title
of Class
|
|
Name
and Address of Beneficial Owner
(1)
|
|
Amount
of
Beneficial
Ownership
(2)
|
|
Percent
of Class
(2)
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
David
Rector
|
|
66,667
(3)
|
|
*%
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
John
N. Braca
|
|
16,667
(4)
|
|
*%
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
David
C. Mathewson
|
|
1,485,334
|
|
3.9%
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Yung
Yeung
|
|
0
(5)
|
|
*%
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Chunhua
Huang
|
|
0
|
|
*%
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Wei
Wang
|
|
0
|
|
*%
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Vincent
Wang
|
|
0
|
|
*%
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
All
executive officers and directors as a group (7 persons)
|
|
1,568,668
|
|
4.1%
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Far
East Golden Resources Investment Limited
Suite
1408, 14F
Great
Eagle Centre
23
Harbour Road
Wanchai,
Hong Kong
|
|
60,000,000
(6)
|
|
88.4%
|
|
(1)
|
Unless
otherwise noted, to our knowledge, all named parties have sole investment
and voting control of the shares set forth in this
table.
|
|
(2)
|
Under
Rule 13d-3 of the Exchange Act, shares not outstanding but subject to
options, warrants, rights, or conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding
for the purpose of computing the percentage of outstanding shares owned by
the person having such rights, but are not deemed outstanding for the
purpose of computing the percentage for such other
persons.
|
|
(3)
|
Consists
of 66,667 shares of common stock (after adjustment for the one-for-fifteen
reverse stock split effected on September 15, 2010) issuable upon the
exercise of options granted under the 2008 Plan, which fully vests on
December 31, 2010.
|
|
(4)
|
Consists
of 16,667 shares of common stock (after adjustment for the one-for-fifteen
reverse stock split effected on September 15, 2010) issuable upon the
exercise of options granted under the 2008 Plan, which fully vests on
December 31, 2010
|
|
(5)
|
Excludes
shares held by FEGRI, a wholly owned subsidiary of Hybrid Kinetic Group
Limited. Mr. Yeung is Chairman of Hybrid Kinetic Group
Limited. Sun East LLC, a California limited liability company,
owns 30.29% of the issued share capital of Hybrid Kinetic Group
Limited. Sun East LLC is owned (i) 35% by Mr. Yeung and (ii)
65% by Manwai Ma and Jimmy Wang, as co-trustees for certain trusts
established for the benefit of Mr. Yeung’s
children.
|
|
(6)
|
Includes
30,000,000 shares of common stock issuable upon the exercise of currently
exercisable warrants.
|
CHANGE
IN CONTROL
On
October 29, 2010, pursuant to the Subscription Agreement, FEGRI acquired
30,000,000 PPO Units at a purchase price of $0.10 per PPO Unit. Each
PPO Unit consists of (i) one share of the Company’s common stock and (ii) a
warrant representing the right to purchase one share of the Company’s common
stock, exercisable for a period of five years at an initial exercise price of
$0.10 per share. The closing of the transactions contemplated by the
Subscription Agreement resulted in FEGRI owning 79.26% of the Company’s issued
and outstanding common stock. In addition, pursuant to the terms of
the Subscription Agreement, FEGRI has the right to appoint a majority of our
Board of Directors.
WHERE
YOU CAN FIND MORE INFORMATION
We are
required to comply with the reporting requirements of the Securities Exchange
Act. For further information about us, you may refer to our Annual
Report and our Quarterly Report. You can review these filings at the
public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, DC 20549. These filings are also available electronically
on the World Wide Web at
http://www.sec.gov
.
You may
also send communications to the Board of Directors at c/o Nevada Gold Holdings,
Inc., 800 E. Colorado Blvd., Suite 888, Pasadena, California 91101.
No
vote or other action is being requested of our company’s
stockholders. This Information Statement is provided for information
purposes only.
|
|
Nevada
Gold Holdings, Inc.
|
|
|
By
Order of the Board of Directors
|
|
|
|
|
|
/s/ David Rector
|
|
|
David
Rector
|
|
|
Chief
Executive and Financial Officer, President and
Director
|
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