SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
GOLDSPRING, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) 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):
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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:
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4) Date Filed:
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GOLDSPRING, INC.
8585 E. Hartford Drive, Suite 400
Scottsdale, Arizona 85255
(480) 505-4040
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 2004
Notice is hereby given that the Annual Meeting of Shareholders of GOLDSPRING,
INC., a Florida corporation (the "Company"), will be held at 2:00 Pacific
Daylight Time on Tuesday, June 15, 2004, at the Siena Hotel Spa Casino located
at One South Lake Street, Reno, Nevada 89501 for the following purposes:
1. To re-elect our current Board of Directors to serve until the next
annual meeting or until their successors are duly elected and
qualified.
The Board of Directors has fixed the close of business on May 15, 2004 as the
record date for determining the shareholders entitled to notice of, and to vote
at, the meeting or any adjournment thereof.
It is important that all shareholders be represented at the Annual Meeting. We
urge you to sign and return the enclosed Proxy as promptly as possible, whether
or not you plan to attend the meeting. The Proxy should be returned in the
enclosed postage prepaid envelope. If you do attend the Annual Meeting, you may
then withdraw your Proxy. The Proxy may be revoked at any time prior to its
exercise.
By Order of the Board of Directors,
STEPHEN PARENT, CHIEF EXECUTIVE OFFICER
Scottsdale Arizona
May , 2004
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GOLDSPRING, INC.
8585 E. Hartford Drive, Suite 400
Scottsdale, Arizona 85255
(480) 505-4040
PROXY STATEMENT
MAY 3, 2004
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 2004
GENERAL INFORMATION
This Proxy Statement is furnished by the Board of Directors (the "Board of
Directors") of Goldspring, Inc., a Florida corporation (the "Company"), to the
shareholders of the Company in connection with a solicitation of proxies for use
at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at 2:00
Pacific Daylight Time on Tuesday, June 15, 2004, at the Siena Hotel Spa Casino
located at One South Lake Street, Reno, NV 89501 and at any and all adjournments
thereof. This Proxy Statement and the accompanying materials are first being
mailed to shareholders on or about May 15, 2004. The Company's principal
executive office is located at 8585 E. Hartford Drive, Suite 400, Scottsdale,
Arizona 85255.
You may revoke the proxy at any time prior to its use by delivering a written
notice to the Secretary of the Company, by executing a later-dated proxy or by
attending the meeting and voting in person. Proxies in the form enclosed, unless
previously revoked, will be voted at the meeting in accordance with the
specifications made by you thereon, or, in the absence of such specifications
for, the election of directors nominated herein for one year.
Holders of record of shares of Common Stock, par value $.000666 per share,
("Common Stock") of the Company at the close of business on May 15, 2004, will
be entitled to one vote per share. The Common Stock will be voted together as
one class. On May 3, 2004, there are approximately 192,992,911 outstanding
shares of Common Stock of the Company. Other than the Common Stock, there are no
other outstanding voting securities.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the 192,992,911 shares of our common stock as of May 3, 2004 by (i)
each person who is known by us to be the beneficial owner of more than five
percent (5%) of our issued and outstanding shares of common stock, (ii) each of
our directors and executive officers, and (iii) all directors and officers as a
group.
Title of Class Name and Address (1) Position Number of Percent
Of Beneficial Owner Shares of Class(2)
------------- ---------------------- -------------- -------------- -----------
Common Steve Parent Chief Executive 45,952,750 23.8%
Officer and
Chairman of the
Board of Directors
Common Jubilee Investment Not Applicable 39,600,000 20.5%
Trust
Common Leslie L. Cahan Director 9,000,000 4.7%
Common John Cook President and 6,750,000 3.5%
Director
Common Robert T. Faber Secretary and Chief 1,980,000 1.0%
Financial Officer
Tony Applebaum Director 0 0
P.K. Rana Medhi Director 90,000 0
Common All directors and officers 63,772,750 33.0%
(6 persons)
(1) The address of our executive officers and directors is the same as our
address: 8585 E. Hartford Dr., Suite 400, Scottsdale, AZ 85255.
(2) Based on 192,992,911 shares issued and outstanding as of May 3, 2004.
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PROPOSALS FOR SHAREHOLDER APPROVAL
The following material sets forth one proposal. The current Board of Directors
controls the voting of approximately 63,772,750 shares of Common Stock or 33% of
the shares issued and outstanding and entitled to vote. The Directors intend to
vote all of their shares in favor of each proposal.
ELECTION OF DIRECTORS
---------------------
At the Annual Meeting, we will elect our new Board of Directors which will
consist of our six current directors to hold office until the next annual
meeting of our shareholders or until their respective successors are elected and
qualified. It is intended that the proxies will be voted for the nominees set
forth herein. The Board has unanimously approved the following six nominees, all
of whom are members of the current Board: Stephen Parent, Robert Faber, Les
Cahan, John Cook, Tony Applebaum and P.K. Rana Medhi as our directors. If any
nominees decline to serve or become unavailable for any reason, or if any
vacancy occurs before the election (although the Company knows of no reason that
this would occur), the proxies may be voted for such substitute nominees as the
Company may designate.
The following table sets forth certain information regarding each nominee for
election as director of the Company:
Steve Parent - Chief Executive Officer and Chairman of our Board of Directors:
Steve, our founder, has worked in the mining industry for over twenty years. He
has managed the exploration and development operations of several Junior Public
mining companies in the United States and Canada. Steve has been responsible for
leading mining projects from the conceptual stage through feasibility. Before
founding GoldSpring, Inc., Steve served as CEO of Ecovery, Inc., a private
company with two significant mining projects: The Big Mike Copper Project and
the GoldSpring Placer Project both now included in GoldSpring, Inc. Steve and
his wife Judy filed for Chapter 13 Bankruptcy on September 26, 2002. Pursuant to
the Plan of Reorganization, full payments were made to all creditors in a timely
manner and the bankruptcy was discharged on March 5, 2004.
John F. Cook, P. Eng. - President and Director: John is a mining engineer, with
42 years of experience that has covered all aspects of the mining industry at
all levels in many parts of the world. For the past twenty years this experience
has been at a very senior level, including General Management and Corporate
Affairs. For the past eight years John has been involved with Junior exploration
and development companies after many years of working for much larger companies.
Currently, he is Chairman of Anaconda Gold Corporation and of Castlerock
Resources. These are both TSX Venture exchange companies with mining development
interests in Canada, USA and Mexico. He is a director of GLR Resources, Inc. and
Wolfden Resources, Inc. both TSX companies with exploration and development
interests in Canada. John runs Tormin Resources Limited (his own private
company) and has recently been involved in the development of a gravity gold
extraction plant in eastern Canada. Prior to getting involved with junior
mining/exploration companies, John has worked in senior positions with Navan
Resources, Goldcorp and Lac Minerals. This followed early mining experience in
southern Africa and a stint as a consultant in UK and Canada.
Robert T. Faber, CPA, - Chief Financial Officer and Director: Rob is a Financial
Executive with 20 years of diverse senior financial management, business and
acquisition experience, including substantial international experience. Rob
previously served as Vice President of United Site Services, Inc. (Sun
Services), a $60 million privately held service company that was formed in 2000.
There, he strengthened organizational structure, improved cash management, and
directed the acquisition and integration process. Additionally, Rob served as
the Assistant Regional Controller with Allied Waste Industries, where his team
was responsible for management of a $1.2 billion multi-state business operation.
Prior to Allied, Rob spent 17 years with Waste Management, Inc., a $12 billion
publicly traded environmental services company, during which time he served in
senior positions such as Director of Finance in London, England, leading a $1.2
billion international operating group.
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Rob has personally been involved in over 100 separate acquisitions ranging from
$500,000 to $250 million and was responsible for directing all due diligence,
financial valuations and integrations. He has extensive experience in SEC
reporting, investor relations, capital acquisitions, and system development.
Les Cahan - Director: Les has been directly involved, for over thirty years, in
all aspects of exploration and production of mining, and oil & gas assets. Les
acquired the Gold Canyon and Spring Valley mining claims, as well as carrying
out the first geophysical, drilling and trenching exploration activities before
it was acquired by Ecovery, Inc., and subsequently, GoldSpring, Inc. Les owned
and operated Western Land and Minerals Ltd., which specialized in gas and oil
production. He was also a founding partner of Nanisivic, on Baffin Island, one
of the world's largest zinc mines.
Tony Applebaum, EA: Tony Applebaum is Federally licensed in IRS tax accounting
and tax client representation and has had a private practice since 1997. Prior
to this, Mr. Applebaum worked in the accounting and financial services industry
as controller and VP Finance for several start-up and major ongoing successful
corporations. He is familiar with public company reporting requirements,
policies and procedures. In addition, he has extensive experience in advanced
financial analysis including cash flows, projections and forecasts. Tony brings
another layer of solid financial expertise and credibility to GoldSpring as a
member of its Audit Committee.
P.K. Rana Medhi, Mining Engineer: P.K. Rana Medhi is a registered engineering
and mining geologist with 40 years of international mining experience. Medhi is
also a Principal of Mineral Evaluation Network- a worldwide cooperative of
economic geologists and mining professionals that provides mineral resources
expertise and investment assistance to its clients. Medhi spent 28 years with
Cyprus Amax Minerals Company. While at Cyprus, Medhi was the senior operations
manager for 15 years. He is established in business development and alliance,
exploration and mine development, mine evaluation, as well as mine operations
and permitting. Medhi's extensive international mining experience has enabled
him to successfully lead projects from the exploration phase to start-up,
commercial production and post closure mining activities.
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GOLDSPRING, INC.
Annual Meeting of Shareholders
June 15, 2004
2:00 p.m. P.D.T.
You May Vote by Mail
(see instructions on reverse side)
YOUR VOTE IS IMPORTANT
PROXY
GOLDSPRING, INC.
This Proxy is Solicited on Behalf of the Board of Directors.
Stephen Parent with the power of substitution, is hereby authorized to represent
the undersigned at the Annual Meeting of Shareholders of Goldspring, Inc. to be
held in Reno Nevada, on Tuesday, June 15, 2004, at 2:00 p.m., Pacific Daylight
Time, and to vote the number of shares which the undersigned would be entitled
to vote if personally present on the matters listed on the reverse side hereof
and in their discretion upon such other business as may properly come before the
Annual Meeting and any and all adjournments thereof, all as set out in the
Notice and Proxy Statement relating to the meeting, receipt of which is hereby
acknowledged.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS, SIGN AND DATE THIS CARD IN THE SPACES ON THE
REVERSE SIDE; NO BOXES NEED TO BE CHECKED.
[SEE REVERSE] CONTINUED AND TO BE SIGNED ON REVERSE SIDE [SEE REVERSE]
[ SIDE ] [ SIDE ]
DETACH HERE
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[ X ] Please mark votes as in this sample.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REELECTION OF THE BOARD OF
DIRECTORS. THIS PROXY WILL BE VOTED AS YOU DIRECT: IN THE ABSENCE OF SUCH
DIRECTION, IT WILL BE VOTED "FOR" THESE MATTERS.
FOR AGAINST
1. To re-elect the following directors of
the Company:
[ ] [ ] (a) Stephen Parent
[ ] [ ] (b) Robert Faber
[ ] [ ] (c) John Cook
[ ] [ ] (d) Les Cahan
[ ] [ ] (e) Tony Applebaum
[ ] [ ] (f) P.K. Rana Medhi
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign your name as it appears hereon. Joint owners should each sign.
Executors, administrators, trustees, etc., should give full title as such. If
the signer is a corporation, please sign in full corporate name by duly
authorized officer.
Signature: Date:
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Signature: Date:
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