(1) Unless otherwise specified, the mailing address of each of the officers and directors set forth below is in care of Brazil Minerals, Inc., 1443 East Washington Boulevard, Suite 278, Pasadena, California 91104.
(2) Beneficial ownership is determined in accordance with rules promulgated by the SEC.
(3) Based on 8,958,131,108 shares of common stock outstanding and computed in accordance with rules promulgated by the SEC.
(4) The holders of our Preferred Stock vote together as a single class with the holders of our Common Stock, with the holders of Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Preferred Stock then outstanding, and the holders of Common Stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. Based on their beneficial ownership of shares of Preferred Stock and Common Stock as of July 27, 2016, each person set forth in the table had the approximate percentage of the voting power of the common and preferred stock voting together as a single class as of such date set forth opposite their name.
(5) Includes 1,414,109,863 shares of common stock owned by Sainte Valiere, LLC, a limited liability company owned by a trust of which Mr. Fogassa is the sole beneficiary and options owned by Sainte Valiere, LLC to purchase 79,999 shares of our common stock at $1.00 per share.
(6) Includes options owned by Sainte Valiere, LLC to purchase 79,999 shares of our common stock at $1.00 per share.
(7) Includes options to purchase 200,000 shares of our common stock at $0.58 per share, options to purchase 200,000 shares of our common stock at $0.11 per share, options to purchase 200,000 shares of our common stock at $0.09 per share, options to purchase 200,000 shares of our common stock at $0.06 per share, options to purchase 141,520 shares of our common stock at $0.0959 per share, options to purchase 188,430 shares of our common stock at $0.08175 per share, options to purchase 562,555 shares of our common stock at $0.0624 per share, options to purchase 7,992,000 shares of our common stock at $.0265 per share, options to purchase 25,365,000 shares of our common stock at $0.00302 per share, options to purchase 30,250,000 shares of our common stock at $0.00130 per share, options to purchase 195,050,000 shares of our common stock at $0.00032 per share, options to purchase 155,350,000 shares of our common stock at $0.00012 per share, and options to purchase 156,670,000 shares of our common stock at $0.0001 per share.
(8) Includes options to purchase 200,000 shares of our common stock at $0.58 per share, options to purchase 200,000 shares of our common stock at $0.11 per share, options to purchase 200,000 shares of our common stock at $0.09 per share, options to purchase 200,000 shares of our common stock at $0.06 per share, options to purchase 141,520 shares of our common stock at $0.0959 per share, options to purchase 188,430 shares of our common stock at $0.08175 per share, options to purchase 562,555 shares of our common stock at $0.0624 per share, options to purchase 7,992,000 shares of our common stock at $.0265 per share, options to purchase 25,365,000 shares of our common stock at $0.00302 per share, options to purchase 30,250,000 shares of our common stock at $0.00130 per share, options to purchase 195,050,000 shares of our common stock at $0.00032 per share, options to purchase 155,350,000 shares of our common stock at $0.00012 per share, and options to purchase 156,670,000 shares of our common stock at $0.0001 per share.
(9) Includes of trusts of which the person is a trustee.
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the "
SEC
"). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with the SEC by the Company, are incorporated herein by reference:
|
|
|
|
(1)
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2014;
|
|
|
|
|
(2)
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
|
You may request a copy of these filings, at no cost, by writing Brazil Minerals, Inc., at its address of
Rua Vereador João Alves Praes nº 95-A, Olhos D'Agua, MG 39.398-000, Brazil
, or telephoning the Company at (213) 590-2500. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement, except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as
"
householding
,"
is designed to reduce our printing and postage costs. However, the Company will 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 such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at
Rua Vereador João Alves Praes nº 95-A, Olhos D'Agua, MG 39.398-000, Brazil
, or telephoning the Company at (213) 590-2500.