UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the
Securities Exchange Act of 1934
Check the appropriate box:
o
Preliminary
Information Statement
o
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
x
Definitive
Information Statement
Laredo Resources Corp.
(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.
o
Fee computed on table below per
Exchange Act Rules 14c-5(g)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
Fee paid previously with
preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule O-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.
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Amount previously paid:
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Form, Schedule, or Registration Statement No.:
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Filing Party:
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Date Filed:
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LAREDO RESOURCES CORP.
300 Jameson House, 838 West Hastings
Street
Vancouver, BC Canada V6C 0A6
Telephone: (604) 669-9000
May 21, 2013
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear Shareholders:
The enclosed Information Statement is
being furnished to the holders of record of shares of the common stock of Laredo Resources Corp., a Nevada corporation (the “Company”),
in connection with our prior receipt of approval by written consent in lieu of a special meeting, of the holder of a majority of
our voting securities of an amendment to our Articles of Incorporation (the “Amendment”) to decrease the number of
authorized shares of common stock from 4,500,000,000 to 500,000,000.
On April 24, 2013, the Company obtained
the approval of the Amendment, by written consent of a stockholder that is the record owner of 100,000,000 shares of common stock
which represents approximately 56.02% of the issued and outstanding shares of the Company’s common stock as of April 24,
2013. The filing of the Amendment with the Nevada Secretary of State will become effective twenty (20) calendar days after the
mailing of this Information Statement.
THE COMPANY IS NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
Because the written consent of the holder of a majority of our voting power
satisfies all applicable stockholder voting requirements, we are not asking for a proxy: please do not send us one.
Only stockholders of record at the close of business on April
26, 2013 (the “Record Date”) shall be given a copy of this Information Statement. The date on which this Information
Statement will be sent to stockholders will be on or about May 21, 2013.
This Information Statement is for information purposes only.
Please read it carefully.
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Sincerely,
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/s/ Robert Gardner
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Robert Gardner
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President and Chief Executive Officer
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LAREDO RESOURCES CORP.
300 Jameson House, 838 West Hastings
Street
Vancouver, BC Canada V6C 0A6
Telephone: (604) 669-9000
_____________________
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
_________________________________
NO VOTE OR OTHER ACTION OF THE COMPANY’S
SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
THE COMPANY IS NOT ASKING YOU FOR
A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY.
This Information Statement is being
furnished to the holders of record of shares of the common stock of Laredo Resources Corp., a Nevada corporation (the “Company”)
in connection with the proposed action by written consent to authorize the approval of an amendment of our Articles of Incorporation
to decrease the number of authorized shares of common stock from 4,500,000,000 shares to 500,000,000 shares.
The board of directors has unanimously
approved the Amendment, and a stockholder owning approximately 56.02% of the outstanding voting power of the Company as of the
Record Date, has adopted, ratified and approved the proposed actions. No other votes are required or necessary to effectuate the
proposed actions. See the caption "Vote Required for Approval" below. Such action by our stockholder will be effective
twenty (20) calendar days after the date this Information Statement is first mailed to our stockholders and after the filing of
the Amendment and required notices with the Nevada Secretary of State's office and the State of Nevada.
The Annual Report on Form 10-K for the
year ended August 31, 2012, and any reports on Form 8-K and Form 10-Q filed by the Company during the past year with the Securities
and Exchange Commission (the “SEC”) may be viewed on the SEC’s website at www.sec.gov in the Edgar Archives.
The Company is presently current in the filing of all reports required to be filed by it. See the caption “Where You Can
Find More Information” below.
DISTRIBUTION AND COSTS
The Company will pay all costs associated
with the distribution of this Information Statement, including the costs of printing and mailing. In addition, the Company will
only deliver one Information Statement to multiple security holders sharing an address, unless the Company has received contrary
instructions from one or more of the security holders. Also, the Company will promptly deliver a separate copy of this Information
Statement and future shareholder communication documents to any security holder at a shared address to which a single copy of this
Information Statement was delivered, or deliver a single copy of this Information Statement and future shareholder communication
documents to any security holder or holders sharing an address to which multiple copies are now delivered, upon written request
to the Company at its address noted above.
Shareholders may also address future
requests regarding delivery of information statements by contacting the Company at the address noted above.
VOTE REQUIRED FOR APPROVAL
The board of directors of the Company
has adopted, ratified and approved the proposal to authorize the Amendment, and a stockholder of the Company holding a majority
of the voting power on the Record Date has approved the Amendment.
AMENDMENT TO ARTICLES OF INCORPORATION
GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND THE
ARTICLES OF INCORPORATION TO DECREASE THE AUTHORIZED NUMBER SHARES OF COMMON STOCK
PURPOSE
The Company’s board of directors
has unanimously adopted a resolution seeking stockholder approval to authorize an amendment to our Articles of Incorporation to
decrease the number of authorized shares of common stock from 4,500,000,000 shares to 500,000,000 shares. The Company’s Articles
of Incorporation, as currently in effect, authorizes the Company to issue up to 4,500,000,000 shares of common stock, par value
$0.001 per share. The board of directors has proposed a decrease in the number of authorized shares of the common stock of the
Company and a stockholder holding a majority of the outstanding voting power has approved the filing of the Amendment. Upon the
filing of the Amendment, the Company will be authorized to issue 500,000,000 shares of common stock and the authorized number of
shares of preferred stock, will remain the same.
The board of directors believes that
authorizing this decrease in the number of authorized shares of common stock is in the best interest of the Company and its stockholders.
EFFECT
The relative
voting and other rights of holders of the common stock will not be altered by the authorization of a decrease in shares of common
stock. Each share of common stock will continue to entitle its owner to one vote.
As a result
of the decreased authorization, the potential number of shares of common stock outstanding will be decreased.
VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF
The Company’s
board of directors fixed the close of business on April 26, 2013 as the record date of the determination of the stockholders entitled
to notice of the action by written consent.
As of April 26, 2013, the Company has
no class of voting stock outstanding other than the common stock. The Company had 178,500,000 shares of common stock outstanding,
and each share of common stock is entitled to one vote. A stockholder holding 100,000,000 shares of common stock representing approximately
fifty six percent (56.02%) of voting rights of the securities of the Company, as of the Record Date, has consented to the action
required to authorize the Amendment.
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table lists, as of April
26, 2013, the number of shares of the Company’s common stock that are beneficially owned by (i) each person or entity known
to the Company to be the beneficial owner of more than 5% of our common stock; (ii) each executive officer and director of our
company; and (iii) all executive officers and directors as a group. Information relating to beneficial ownership of Common Stock
by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership”
concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner
of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security,
or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and
Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may
be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.
Unless otherwise indicated
in the footnotes to the following table, each of the stockholders named in the table has sole voting and investment power with
respect to such shares of common stock and the address of each of the stockholders listed below is c/o Laredo Resources Corp.,
300 Jameson House, 838 West Hastings Street, Vancouver, BC Canada V6C 0A6.
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Name of Beneficial Owners of
Common Stock
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Amount and Nature of
Beneficial Ownership
(i)
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% of Common
Stock
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Robert Gardner
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100,000,000
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56.02%
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DIRECTORS AND OFFICERS – TOTAL
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100,000,000
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56.02%
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5% SHAREHOLDERS
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None
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(1)
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The percent of class is based on 178,500,000 shares of the Company’s
common stock issued and outstanding as of April 26, 2013.
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INTEREST OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON
No director, executive officer, associate
of any director, executive officer or any other person has any substantial interest, direct or indirect, by security holdings
or otherwise, in any action covered by the related resolutions adopted by the board of directors, which is not shared by all other
stockholders.
FORWARD-LOOKING STATEMENTS
This Information Statement may contain
certain “forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act of 1995
or by the Securities and Exchange Commission in its rules, regulations and releases) representing our expectations or beliefs regarding
our Company. These forward-looking statements include, but are not limited to, statements concerning our operations, economic performance,
financial condition, and prospects and opportunities. For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such
as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “estimate,” “might,” or “continue” or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve
substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending
on a variety of important factors, including factors discussed in this and other of our filings with the Securities and Exchange
Commission.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and
reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the Securities Exchange Act,
we file periodic reports, documents, and other information with the Securities and Exchange Commission relating to our business,
financial statements, and other matters. These reports and other information may be inspected and are available for copying at
the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549. Our SEC filings are also available
to the public on the SEC’s website at
http://www.sec.gov
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OTHER MATTERS
The Board knows of no other matters
other than those described in this Information Statement which have been approved or considered by the holders of a majority of
the shares of the Company’s voting stock.
IF YOU HAVE ANY QUESTIONS REGARDING
THIS INFORMATION STATEMENT AND/OR THE PLAN, PLEASE CONTACT:
LAREDO RESOURCES CORP.
300 Jameson House, 838 West Hastings Street
Vancouver, BC Canada V6C 0A6
Telephone: (604) 669-9000
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Sincerely,
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/s/ Robert Gardner
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Robert Gardner
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President and Chief Executive Officer
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