Yeah Jim – good to hear from you.

As I understand it, the action the Board took with the special class of shares is not common, but it is sometimes used when a company can easily be taken over by an outsider.  It simply gives the Board (or certain members) enough voting power to out-vote an outsider who buys gobs of shares on the market in hopes of taking over the company.  So as long as you can trust the members of the Board, it can be a good thing.

The paperwork took 100,000,000 of the unsold authorized 6.25B shares and made them a special Class A Common Stock.  It appears that the only difference in these 100M shares and all the other outstanding shares is that the holders of the 100M get to cast 200 votes per share on any issue calling for a vote of the shareholders.  The paperwork says there were approximately 4.742B shares outstanding before the 100M were issued, so there are 4,742,000,000 votes there.  By contrast, the 100M shares at 200 votes each gives Brett and Pete a total of 20,000,000,000 votes just on those 100M shares.  And that is for any matter that is brought to a vote of the shareholders.  Again, probably not a problem if you have trustworthy people holding the 100M shares.

Couple of interesting things.  One - Line 2 of the NRS Form (Certificate, Amendment, or Withdrawal of Designation), labeled ‘Effective Date and Time’, is blank.  So the process may not even have become valid yet.

Second - as long as there are Class A Common Stock shares outstanding, item 4 (Certain Adjustments) under the ‘Resolved’ paragraphs prohibits increasing the number of shares authorized or decreasing the number of shares authorized (reverse split).  Those hoping for a reverse split will be disappointed.

Third - Item 3 (Dividends) under the ‘Resolved’ paragraphs says holders of Class A Common Stock are entitles to the same dividends (I know – laughable) as all other Common Stock holders.  But then Item 4 prohibits payment of dividends or other distributions to shareholders as long as there are Class A Common Stock shares outstanding.  I know lawyers never contradict themselves, so I’m sure I’m not reading that right.

Bunch of other junk there.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001172178&type=&dateb=&owner=exclude&start=1&count=40 will get you to the LBSR filings – just click on the ones Tracy mentions.