FORM PRE 14A
(Proxy Statement - Notice of Shareholders Meeting (preliminary))
Filed 04/17/08 for the Period Ending 04/17/08
Address 1807 CAPITOL AVENUE
SUITE 101 I
CHEYENNE, WY 82001
Telephone (307) 637-3900
CIK 0001098278
Symbol PLTG
SIC Code 1311 - Crude Petroleum and Natural Gas
Fiscal Year 03/31
© Copyright 2008, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
PLATINA ENERGY GROUP, 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] 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 R ule 14a-12
[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):
(4) Proposed maximum aggregate value of transaction:
(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
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL _____, 2008
PLATINA ENERGY GROUP, INC.
1807 Capital Avenue, Suite 101-I
Cheyenne, Wyoming 82001
To All Stockholders in
Platina Energy Group, Inc.
The Board of Directors of Platina Energy Group, Inc. (the "Company"

is soliciting your consent to amend the Company's Articles of
Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares (the "Proposed
Amendment"

. We ask that you return your written consent by _____________ _____, 2008.
The Board believes that it is in the best interest of the Company and its stockholders to increase the number of authorized shares of
common stock. The purpose of the increase is to have available a sufficient number of shares of Common Stock to comply with outstanding
financing obligations, to establish adequate reserves for the conversion of outstanding preferred stock and the exercise of outstanding warrants and
options, and to have additional authorized shares of Common Stock available for possible future financings, acquisition transactions, and equity
incentive grants to employees, officers and consultants, and for other general corporate purposes.
The holders of the Company’s Common Stock, and the holders of the Company’s Series A, Series B and Series C Preferred Stock, acting
as a single group, are entitled to give their consent to the Proposed Amendment. Each share of Common Stock and each share of the Company's
Series A Preferred Stock entitles the holder thereof to one vote upon each matter to be voted on. Holders of the Company's Series B and Series C
Preferred Stock are entitled to 100 votes for each one of such shares. The Company's Series D and Series F Preferred Stock are both nonvoting.
As of April _____, 2008, the Company had outstanding 81,354,158 shares of common stock with an aggregate of 81,354,158 votes,
61,091 shares of Series A Preferred Stock with an aggregate of 61,091 votes, 98,964 shares of Series B Preferred Stock with an aggregate of
9,896,400 votes, and 3,800 shares of Series C Preferred Stock with an aggregate of 380,000 votes, for a total of 91,691,649 shareholder votes.
Before the Proposed Amendment can become effective, the holders of a majority of the votes entitled to vote on the Proposed
Amendment must give their written consent. If your shares are held in an account at a brokerage firm or bank and you wish to consent to the
Proposed Amendment, you should instruct your broker or bank to execute the consent on your behalf or to deliver the consent to you so that you
may execute and return it. Otherwise, your consent may not be given effect, which would have the same result as a vote against the Proposed
Amendment. The Board of Directors has fixed the close of business on April 28, 2008 as the record date for determining the stockholders entitled
to notice of this solicitation and to give their consent with respect to the Proposed Amendment.
We will file the Proposed Amendment with the Secretary of State of Delaware when we receive consents from the requisite holders of
the Company's capital stock. We expect to make this filing on or before _____________ _____, 2008.
The Board of Directors asks you to consent to the Proposed Amendment. The Proposed Amendment and other related matters are more
fully described in the accompanying Consent Solicitation Statement and the exhibit thereto, which form a part of this Notice. We encourage you
to read these materials carefully. In addition, you may obtain information about the Company from documents that we have filed with the
Securities and Exchange Commission.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU CONSENT TO THE PROPOSED
AMENDMENT. PLEASE COMPLETE, SIGN, AND RETURN THE ACCOMPANYING WRITTEN CONSENT FORM BY _____________
_____, 2008
By Order of the Board of Directors,
Cheyenne, Wyoming Blair Merriam,
_____________ _____, 2008 Chief Executive Officer
PLATINA ENERGY GROUP, INC.
1807 Capital Avenue, Suite 101-I
Cheyenne, Wyoming 82001
Telephone: (307) 637-3900
CONSENT SOLICITATION STATEMENT
GENERAL
This Consent Solicitation Statement and the enclosed written consent form are being mailed in connection with the solicitation of written
consents by the Board of Directors of Platina Energy Group, Inc., a Delaware corporation (the "Company"

. These materials pertain to the
proposed amendment of the Company's Articles of Incorporation (the "Proposed Amendment"

to increase the number of authorized shares of
common stock (the "Common Stock"

from 100,000,000 shares to 500,000,000 shares. These materials are first being mailed to stockholders of
record beginning on approximately _____________ _____, 2008. Consents are to be submitted to the Company at the address of the Company
stated above by no later _____________ _____, 2008.
VOTING RIGHTS AND SOLICITATION
Any stockholder executing a written consent form has the power to revoke it at any time before _____________ _____, 2008 (or, if earlier,
the date on which at least the minimum number of shares have consented in order to approve the Proposed Amendment) by delivering written
notice of such revocation to the Secretary of the Company at the address of the Company stated above. The cost of soliciting written consents will
be paid by the Company and may include reimbursement paid to brokerage firms and others for their expense in forwarding solicitation
material. Solicitation will be made primarily through the use of the mail but regular employees of the Company may, without additional
remuneration, solicit written consents personally by telephone or telegram.
The record date for determining those stockholders who are entitled to give written consents has been fixed as April 28, 2008. Each share
of Common Stock and each share of the Company's Series A Preferred Stock entitles the holder thereof to one vote upon each matter to be voted
on. Holders of the Company's Series B and Series C Preferred Stock are entitled to 100 votes for each one of such shares. The Company's Series
D and Series F Preferred Stock are both non-voting. At the close of business on the record date, the Company had outstanding 81,354,158 shares
of common stock with an aggregate of 81,354,158 votes, 61,091 shares of Series A Preferred Stock with an aggregate of 61,091 votes, 98,964
shares of Series B Preferred Stock with an aggregate of 9,896,400 votes, and 3,800 shares of Series C Preferred Stock with an aggregate of
380,000 votes, for a total of 91,691,649 shareholder votes.
The holders of the Company’s Common Stock, and the holders of the Company’s Series A, Series B and Series C Preferred Stock, acting
as a single group, are entitled to give their consent to the Proposed Amendment. Before the Proposed Amendment can become effective, the
holders of a majority of the votes entitled to vote on the Proposed Amendment must give their written consent. With regard to the vote on the
Proposed Amendment, abstentions (including failures to return written consent forms) and broker non-votes have the same effect as negative
votes. If your shares are held in an account at a brokerage firm or bank and you wish to consent to the Proposed Amendment, you should instruct
your broker or bank to execute the consent on your behalf or to deliver the consent to you so that you may execute and return it. Otherwise, your
consent may not be given effect, which would have the same result as a vote against the Proposed Amendment.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS IS A REQUEST FOR STOCKHOLDER APPROVAL BY WRITTEN CONSENT. YOU ARE REQUESTED TO INDICATE
WHETHER YOU APPROVE OF THE PROPOSED CORPORATE ACTION ON THE FORM ENCLOSED FOR THAT PURPOSE
AND TO RETURN THAT FORM TO US.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April _____, 2008 concerning the beneficial ownership of the Company’s voting
stock (i) by each stockholder who is known by the Company to own beneficially in excess of 5% of an outstanding class of voting stock; (ii) by
each director; (iii) by each executive officer; and (iv) by all executive officers and directors as a group. Except as otherwise indicated, all persons
listed below have (i) sole voting power and investment power with respect to their shares, except to the extent that authority is shared by spouses
under applicable law, and (ii) record and beneficial ownership with respect to their shares. Shares not outstanding but deemed beneficially owned
by virtue of the right of a person or member of a group to acquire them within 60 days of April ___, 2008 are treated as outstanding only for
determination of the number and percent owned by such group or person.
PROPOSAL 1
APPROVAL OF THE INCREASE IN
THE NUMBER OF AUTHORIZED COMMON SHARES
Amount and Nature of Beneficial Ownership
Name and Address of
Beneficial Owner
Title of Class Number of Shares
Beneficially Owned
% of
Class (1)
Number of Votes % of Total
Votes
Directors and
Executive Officers
Blair J. Merriam (2)
PO Box 3235
Cheyenne, WY 82003
Common 5,205,457 (2) 6.2% 3,205,457 3.5%
Daniel W. Thornton (3)
4255 S. Bannock St.
Englewood, CO 80110
Common 1,612,500 (3) 2.0% 862,500 0.9%
All directors and executive officers as a group
(two persons)
Common 6,817,957 (4) 8.1% (4) 4,067,957 4.4%
Non-management 5%
Stockholders
West Texas Royalties, Inc.
1830 CR 130
Plainview, Texas 79072
Preferred 23,681 14.5% 2,368,100 2.6%
Tri Global Holdings, LLC
22 Saddlebrook Garden
London, Kentucky 40744
Preferred 22,500 13.7% 2,250,000 2.5%
Newport Capital Consultants
19 Island Vista
Newport, California 90292
Preferred 20,000 12.2% 2,000,000 2.2%
Beverly Development Corporation
17332 Club Hills Dr.
Dallas, Texas 75248
Preferred 10,923 6.7% 1,092,300 1.2%
Carlos Newberry
Avenida L. N. Alem 790, Floor 11
Buenos Aires, Argentina
Preferred 10,000 6.1% 1,000,000 1.1%
(1) For purposes of computing the percentages of preferred stock beneficially owned, the aggregate number of only the Company's Series A,
Series B and Series C
Preferred Stock was used as the base, because these are the Company’s only voting preferred shares.
(2) Includes 2,000,000 shares that may be acquired directly pursuant to the exercise of options.
(3) Includes 750,000 shares that may be acquired directly pursuant to the exercise of options.
(4) Includes 2,750,000 shares that may be acquired directly pursuant to the exercise of options. Due to rounding of the percentage figures for the
individual officers and
directors, the aggregate percentage figure in the column captioned “% of Class” is not a simple sum of these individuals’ percentage figures.
General
The Board of Directors is requesting stockholder approval of an amendment of the Company's Articles of Incorporation (the "Proposed
Amendment"

to increase the number of shares of Common Stock authorized for issuance from 100,000,000 to 500,000,000. A copy of the
resolution approving the Proposed Amendment is annexed to this Consent Solicitation Statement as Exhibit A. If approved by the stockholders of
the Company, the Proposed Amendment will become effective upon the filing of a Certificate of Amendment of Articles of Incorporation with the
Secretary of State of Delaware, which is expected to occur shortly after stockholder approval. The Proposed Amendment was approved by all of
the directors of the Company.
Background and Reason for Amendment
To obtain funding for the Company’s ongoing operations, on August 30, 2007 the Company entered into a Securities Purchase
Agreement (La Jolla Securities Purchase Agreement&rdquo

with La Jolla Cove Investors, Inc. (“La Jolla&rdquo

, to (i) sell to La Jolla a 7 ¼ % Convertible
Debenture (“La Jolla Debenture&rdquo

for $300,000 with a maturity date of August 30, 2010 if not earlier converted by La Jolla into shares of
Common Stock and (iii) issue to La Jolla a Warrant to Purchase Common Stock (“La Jolla Warrant&rdquo

to purchase shares of Common Stock to
raise up to an additional $3,000,000 with an expiration date of August 30, 2010. The La Jolla Debenture is convertible into the number of shares
of Common Stock, at La Jolla’s option, equal to the dollar amount of the debenture being converted multiplied by eleven, minus the product of the
Conversion Price multiplied by ten times the dollar amount of the debenture being converted, with the entire foregoing result being divided by the
Conversion Price. The “Conversion Price” is equal to the lesser of (i) $1.00, or (ii) 80% of the average of the 3 lowest closing prices (“Closing
Price&rdquo

during the 20 Trading Days prior to La Jolla’s election to convert (the percentage figure being a “Discount Multiplier&rdquo

. Notwithstanding
the foregoing, beginning in the first full calendar month after the Closing Date, La Jolla must convert at least 10% but not
more than 15% of the face value of the La Jolla Debenture per calendar month into shares of Common Stock, provided that the shares of Common
Stock are available, registered and freely tradable. If La Jolla converts more than 10% of the face value of the La Jolla Debenture in any calendar
month, the excess over 10% will be credited against the next month’s minimum conversion amount. La Jolla has contractually agreed to restrict its
ability to convert or exercise its warrants and receive shares of Common Stock such that the number of shares of Common Stock held by it and its
affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of Common Stock. The La Jolla
Warrant provides for the purchase of 3,000,000 shares of Common Stock at an exercise price of $1.00 per share, and requires that upon each
conversion of any portion of the Principal Amount outstanding under the La Jolla Debenture, the La Jolla will simultaneously exercise a
percentage of the Warrant that is equal to the percentage of the Principal Amount of the debenture being so converted by La Jolla.
To obtain additional funding for the Company’s ongoing operations, on January 9, 2008, the Company completed a $1,500,000 financing
pursuant to a Securities Purchase Agreement dated effective December 31, 2007 (“Trafalgar Securities Purchase Agreement&rdquo

with Trafalgar
Capital Specialized Fund, Luxembourg (“Trafalgar&rdquo

for Trafalgar to loan $1,500,000 to the Company (the “Loan&rdquo

pursuant to a secured
Promissory Note (the “Trafalgar Note&rdquo

dated December 31, 2007. Trafalgar may convert all or any part of the principal plus accrued interest into
shares of Common Stock at the fixed price of $.17 per share, subject to various adjustments, if the Common Stock is trading at $.40 or above.
The Company is obligated by the terms of the La Jolla Securities Purchase Agreement and the Trafalgar Securities Purchase Agreement
to have available sufficient shares of Common Stock for the conversion of the La Jolla Debenture, the exercise of La Jolla Warrant, and the
conversion of the Trafalgar Note. The Company presently does not have an adequate number of shares of Common Stock authorized to meet the
Company’s obligations to La Jolla and Trafalgar. If the Company were unable to obtain an increase in the Company’s authorized Common Stock,
the Company would be in default under the La Jolla and Trafalgar Securities Purchase Agreements. If the Company were to default, the Company
could be required to repay immediately the La Jolla Debenture and Trafalgar Note. If the Company is required to repay the La Jolla Debenture and
Trafalgar Note, the Company would be required to use the Company’s limited working capital and raise additional funds. If the Company were
unable to repay the La Jolla Debenture and Trafalgar Note when required, La Jolla and Trafalgar could commence legal action against the
Company, and Trafalgar could foreclose on all of the Company’s assets to recover the amounts due. Any such actions would require the
Company to curtail or cease operations.
In addition, the Company currently has an aggregate of 163,655 shares of Preferred Stock outstanding with conversion rights to
16,365,500 shares of Common Stock. Moreover, the Company currently has outstanding options and warrants with exercise rights to acquire
13,200,000 shares of the Company's Common Stock.
On April 1, 2008, 100,000,000 shares of the Company's Common Stock were authorized, and 81,354,158 shares of the Company's
Common Stock were issued and outstanding. The Company presently does not have an adequate number of shares of Common Stock authorized
to meet the Company’s obligations to La Jolla and Trafalgar or to honor conversion rights in favor of the Company’s preferred stockholders and
exercise rights with regard to outstanding options and warrants. Furthermore, the Company presently does not have an adequate number of shares
of Common Stock for possible future financings, acquisition transactions, and equity incentive grants to employees, officers and consultants, and
for other general corporate purposes
Effect of Amendment On Existing Security Holders
The Proposed Amendment would increase the number of the Company's authorized shares of Common Stock to 500,000,000, thus
permitting the Company to issue an additional 400,000,000 shares of Common Stock not currently authorized. Each additional share of Common
Stock authorized by the Proposed Amendment would have the same rights and privileges as each share of Common Stock currently authorized or
outstanding. The holders of the Company's existing outstanding shares of Common Stock will have no preemptive right to purchase any
additional shares authorized by the Proposed Amendment. The issuance of a large number of additional shares of Common Stock (including any
comprising a part of the additional shares authorized by the Proposed Amendment) would substantially reduce the proportionate interest that each
presently outstanding share of Common Stock has with respect to dividends, voting, and the distribution of assets upon
liquidation. Notwithstanding the preceding, the increase in the authorized shares of our Common Stock will not have any immediate effect on the
rights of existing stockholders.
The Board of Directors believes that it is in the best interests of the Company and its stockholders to adopt the Proposed Amendment so
as to have issuable additional authorized but unissued shares of Common Stock in an amount adequate to provide for the current obligations and
future needs of the Company. The Board of Directors believes that an additional 400,000,000 authorized shares of Common Stock would be
adequate to meet these needs for the foreseeable future. The additional shares authorized by the Proposed Amendment will be available for
issuance from time to time by the Company at the discretion of the Board of Directors, normally without further stockholder action or notification
(except as may be required for a particular transaction by applicable law, requirements of regulatory agencies or by stock exchange rules). The
Board of Directors does not anticipate seeking authorization from the Company's stockholders for the issuance of any of the shares of Common
Stock authorized by the Proposed Amendment. The availability of such shares for issuance in the future will give the Company greater flexibility
and permit such shares to be issued without the expense and delay of a special stockholders' meeting. However, there can be no assurance that
stockholders would approve of all or even any of the stock issuances undertaken with the additional share authorized by the Proposed
Amendment.
The additional shares authorized by the Proposed Amendment could be issued for any proper corporate purpose including, but not limited
to, future equity and convertible debt financings, acquisitions of property or securities of other corporations, debt conversions and exchanges,
exercise of current and future options and warrants, for issuance under the Company's current or future employee benefit plans, stock dividends
and stock splits. Despite the varied possible uses of the additional shares authorized by the Proposed Amendment, the Company expects that the
most likely immediate use of the additional shares would be to establish reserves for shares that may be issued in the future to La Jolla and
Trafalgar pursuant to the securities previously issued to them in connection with the financings discussed above and reserves for the conversion of
the Company’s outstanding convertible preferred shares. For more information regarding these financings and convertible preferred shares, see
the section captioned “Background and Reason for Amendment” immediately above.
In addition to the preceding use, the additional shares authorized by the Proposed Amendment could also be used for possible future
financings, acquisition transactions, and equity incentive grants to employees, officers and consultants, and for other general corporate
purposes. While the Company is currently seeking additional financing transactions (which might replace outstanding financing arrangements)
and potential acquisition opportunities, the Company has not entered into any binding or non-binding
agreement with respect to any possible future financing or acquisition transaction or with respect to the issuance of any shares of Common Stock
to be authorized pursuant to the Proposed Amendment or otherwise. There can be no assurance that the Company will be successful in its efforts
to procure additional financings or enter into any acquisition transaction, or (if successful in procuring additional funds or entering into any
acquisition transaction) there can be no assurance as to the terms and conditions pursuant to which such a financing or acquisition would take
place. However, the number of shares to be issued in connection with a future financing could conceivably be large enough that control of the
Company could change as a result. In addition, the Company currently has no other plans, commitments or understandings to issue any of the
additional shares of Common Stock to be authorized pursuant to the Proposed Amendment for purpose other than suggested herein. Particularly,
the Company has no other plans, commitments or understandings to issue any of the additional shares for equity incentive grants. The Board of
Directors is required to make each determination to issue shares of Common Stock based on its judgment as to the best interests of the
stockholders and the Company. As previously stated, the Board of Directors does not anticipate seeking authorization from the Company's
stockholders for the issuance of any of the shares of Common Stock authorized by the Proposed Amendment.
Anti-Takeover Effects
The additional shares authorized by the Proposed Amendment are not intended as an anti-takeover device, and they are not expected to
function unintentionally as one. However, the Board of Directors could issue shares of Common Stock in a manner that makes more difficult or
discourages an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or other means, although the Board of
Directors has no present intention of doing so. When, in the judgment of the Board of Directors, the issuance of shares under such circumstances
would be in the best interest of the stockholders and the Company, such shares could be privately placed with purchasers favorable to the Board of
Directors in opposing such action. The issuance of new shares could thus be used to dilute the stock ownership of a person or entity seeking to
obtain control of the Company if the Board of Directors considers the action of such entity or person not to be in the best interest of the
stockholders and the Company. The existence of the additional authorized shares could also have the effect of discouraging unsolicited takeover
attempts. The Company is not aware of any present efforts by any person to obtain control of the Company.
Dissenters' Rights
Under Delaware corporation law and the Company's Articles of Incorporation and bylaws, holders of Common Stock will not be entitled
to dissenters' rights with respect to the Proposed Amendment.
Board Recommendation and Required Approval
The Board of Directors believes that the Proposed Amendment is in the best interests of the Company and its stockholders and
recommends that the stockholders approve the Proposed Amendment. The affirmative vote of the holders of at a majority of the outstanding
shares of Common Stock is required for approval of the Proposed Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A CONSENT "FOR" THE APPROVAL OF THE PROPOSED AMENDMENT
TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE COMPANY'S AUTHORIZED SHARES OF COMMON
STOCK FROM 100,000,000 TO 500,000,000 SHARES OF COMMON STOCK.
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR NEXT ANNUAL MEETING
Stockholders wishing to submit proposals for consideration by the Company's Board of Directors at the Company's next Annual Meeting
of Stockholders should submit them in writing to the attention of the Chief Executive Officer of the Company a reasonable time before the
Company begins to print and mail its proxy materials, so that the Company may consider such proposals for inclusion in its proxy statement and
form of proxy for that meeting. The Company does not now have any definitive plans regarding the possible date of its next Annual Meeting.
By Order of the Board of Directors,
Cheyenne, Wyoming Blair Merriam,
_____________ _____, 2008 Chief Executive Officer
--
meine Meinung, aus meiner Sicht, so wie ich das sehe ;-)