SCHEDULE 14C INFORMATION
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
GOLDEN PANTHER RESOURCES, LTD.
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(Name of Registrant as Specified in its Charter)
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[ ] Fee paid previously with preliminary materials.
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GOLDEN PANTHER RESOURCES, LTD.
211 - 1111 West Hastings Street
Vancouver, British Columbia, Canada
V6E 2J3
(604) 689-5377
INFORMATION STATEMENT
Special Meeting of Stockholders
to be held March 5, 1998
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
Purpose.
- - - --------
This Information Statement is furnished in connection with a special
meeting of the stockholders of Golden Panther Resources, Ltd., a Nevada
corporation (the "Company"), to be held on Thursday, March 5, 1998, at 10:00
a.m. Pacific Standard Time (the "Meeting"). The Meeting will be held at the
offices of the Company, 211 - 1111 West Hastings Street, Vancouver, British
Columbia. This Information Statement and the accompanying Notice of Special
Meeting of Stockholders are first being mailed to stockholders on or about
February 12, 1998. Only stockholders of record at the close of business on
February 11, 1998 (the "Record Date"), are entitled to notice of and to vote
at the Meeting.
The only matter to be presented to the Meeting has been adopted by the
unanimous resolution of the Board of Directors and is as follows:
(a) To amend the Company's Articles of Incorporation to change the name
of the Company from "Golden Panther Resources, Ltd." to "Panther Resources
Ltd."
The Company is engaged in the business of mining exploration and
development. The Company's activities focus on copper and silver, with no
emphasis on the exploration or development of gold mining properties.
Management wishes to more properly reflect its business activities, and to
eliminate the potential for confusion in this regard, by removing the word
"Golden" from its name. Management does not believe that the name change will
have any material effect on the Company's operations.
The Nevada Revised Statutes (the "Nevada Statutes") require the
approval of stockholders who hold at least a majority of the voting power
present at a meeting at which a quorum is present to amend the Company's
Articles of Incorporation to change its name. See the caption "Voting
Procedures," herein.
The Company's directors and executive officers and certain other principal
stockholders, who collectively own approximately 59% of the issued and
outstanding voting securities of the Company as of the Record Date, have
consented to vote for and adopt the resolution of the Board of Directors to
amend the Company's Articles of Incorporation to change its name to "Panther
Resources Ltd." No further votes are required, and none will be solicited.
See the caption "Voting Securities and Principal Holders Thereof," herein.
Dissenters' Rights of Appraisal.
--------------------------------
The Nevada Statutes do not provide any dissenter's rights with respect to
the amendment of a corporation's Articles of Incorporation to change its name.
Therefore, no dissenter's rights of appraisal will be given in connection with
the Company's name change.
THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN OTHER STOCKHOLDERS
WHO HAVE CONSENTED TO VOTE IN FAVOR OF THE NAME CHANGE COLLECTIVELY OWN
SUFFICIENT VOTING SECURITIES OF THE COMPANY TO ADOPT, RATIFY AND APPROVE THE
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION PURSUANT TO WHICH THE
COMPANY WILL CHANGE ITS NAME FROM "GOLDEN PANTHER RESOURCES, LTD." TO "PANTHER
RESOURCES LTD." NO FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE
ARE REQUESTED.
Voting Securities and Principal Holders Thereof.
- - - ------------------------------------------------
As of February 11, 1998, the record date for the determination of holders
of the Company's common stock entitled to notice of and to vote at the
Meeting, a total of 23,031,004 shares of common stock were outstanding; such
shares are entitled to a total of 23,031,004 votes on the matter to be voted
on at the Meeting.
The following table sets forth the shareholdings of the Company's
directors and executive officers and those persons who owned more than 5% of
the Company's common stock as of the Record Date:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
- - - ---------------- ---- ----------------------------
Gordon Muir CEO 4,032,000 (1) - 17.5%
211 - 1111 West Hastings St. Director
Vancouver, British Columbia
Canada V6E 2J3
Penny Perfect President 4,032,000 (1) - 17.5%
211 - 1111 West Hastings St. Director
Vancouver, British Columbia
Canada V6E 2J3
Katharine Johnston Vice President 100,000 (2) - 0.4%
211 - 1111 West Hastings St. Director
Vancouver, British Columbia
Canada V6E 2J3
Bryson F. Ferrill Director 57,000 (3) - 0.2%
305 Old Oaks Road
Fairfield, Connecticut
06432
Robert Needham Director 0
211 - 1111 West Hastings St.
Vancouver, British Columbia
Canada V6E 2J3
(1) This figure does not include unexercised options to acquire an
additional 400,000 shares of common stock.
(2) This figure does not include unexercised options to acquire an
additional 100,000 shares of common stock.
(3) This figure does not include unexercised options to acquire an
additional 200,000 shares of common stock.
Changes in Control.
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At a special meeting of stockholders held on March 26, 1997, the
stockholders of the Company voted to approve an Acquisition and Plan of
Reorganization (the "Plan"), whereby the Company acquired all of the issued
and outstanding common stock of Golden Panther Resources, Ltd., a Canadian
corporation in exchange for 3,000,000 "unregistered" and "restricted" shares
of the Company's common stock. At the special meeting, the stockholders also
voted to elect the following persons to the Company's Board of Directors:
Penny Perfect; John Pickney; and Katharine Johnston. This change of control
was disclosed in the Company's Current Report on Form 8-K, dated April 1,
1997, which has previously been filed with the Securities and Exchange
Commission.
Interest of Certain Persons in or Opposition to Matters to be Acted Upon.
- - - -------------------------------------------------------------------------
No director, officer, nominee to become such, or any associate of any of
the foregoing persons, has any substantial interest, direct or indirect, by
security holdings or otherwise, in the change of the Company's name from
"Golden Panther Resources, Ltd." to "Panther Resources Ltd.", which is not
shares by all other stockholders, pro rata, and in accordance with their
respective interests in the Company.
Voting Procedures.
- - - ------------------
The presence of a majority of the shares of the Company's common stock
entitled to vote at the Meeting is required to constitute a quorum for the
transaction of business. Abstentions and broker non-votes will be considered
represented at the Meeting for the purpose of determining a quorum.
Under Nevada law, if a quorum exists, action on the change of the
Company's name shall be approved if the votes cast in favor of the action
exceed the votes cast against the action. Each stockholder will be entitled
to one vote for each share of common stock held.
THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN OTHER STOCKHOLDERS
WHO HAVE CONSENTED TO VOTE IN FAVOR OF THE NAME CHANGE COLLECTIVELY OWN
SUFFICIENT VOTING SECURITIES OF THE COMPANY TO APPROVE THE AMENDMENT OF THE
COMPANY'S ARTICLES OF INCORPORATION PURSUANT TO WHICH IT WILL CHANGE ITS NAME
FROM "GOLDEN PANTHER RESOURCES, LTD." TO "PANTHER RESOURCES LTD." NO FURTHER
CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
EXHIBITS
Ballot.
A copy of a Ballot accompanies this Information Statement commencing
immediately hereafter.
<PAGE>
BALLOT
Special Meeting of Stockholders of Golden Panther Resources, Ltd.
The undersigned stockholder of Golden Panther Resources, Ltd., a Nevada
corporation (the "Company"), votes as follows with regard to the following
matter proposed at the Special Meeting of Stockholders to be held March 5,
1998:
(i) To amend the Company's Articles of Incorporation to change its
name from "Golden Panther Resources, Ltd." to "Panther Resources Ltd."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
