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CALIFORNIA GOLD CORP. FILES (8-K) Disclosing Material Modification to Rights of Security Holders

June 2, 2014



Item 3.03 Material Modification to Rights of Security Holders.

California Gold Corp. (the "Company") previously issued $2,942,500 10% Senior Convertible Promissory Notes on February 7, 2014 (the "February Notes") due May 8, 2014 and $1,017,500 10% Senior Convertible Promissory Notes on March 3, 2014 due June 1, 2014 (the "March Notes" and, together with the February Notes, the "Notes"). On May 30, 2014, the Company exercised its right as set forth in Section 1.04 of the Notes to extend the respective maturity dates of the Notes by 90 days. The other terms and conditions of the Notes remain unchanged.

Upon the Company's filing of a Certificate of Designation of Series C Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Nevada, all of the outstanding principal amount of, and accrued but unpaid interest on, the Notes shall automatically convert into shares of Series C Convertible Preferred Stock, at a post reverse split conversion price of $0.50 per share. The Company expects that it will file the Certificate of Designation following a shareholder vote to approve: (i) a 1 for 100 reverse stock split, (ii) an increase in its authorized preferred stock to 50,000,000 shares from 22,000,000 shares, (iii) a new 2014 equity incentive plan and (iv) a name change to MVP Portfolios, Inc.

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Source: Edgar Glimpses


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