-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uj10VMYYz05lUH2PsHGXOyue7VoHK63WmohcxXolvSobksYhleEAdNjYH1k1d6C5 7BpRPkMUxB9JvBKY+0y75A== 0001108078-08-000025.txt : 20080501 0001108078-08-000025.hdr.sgml : 20080501 20080501121445 ACCESSION NUMBER: 0001108078-08-000025 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080501 FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Soltera Mining Corp. CENTRAL INDEX KEY: 0001348610 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-51841 FILM NUMBER: 08793359 BUSINESS ADDRESS: STREET 1: 1005-289 DRAKE STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 5Z5 BUSINESS PHONE: 1 888 768-5552 MAIL ADDRESS: STREET 1: 1005-289 DRAKE STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 5Z5 FORMER COMPANY: FORMER CONFORMED NAME: Atlin Mineral Exploration Corp. DATE OF NAME CHANGE: 20060104 PRE 14C 1 pre14c.htm SCHEDULE 14C pre14c.htm

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:

[ X ]                      Preliminary Information Statement
[     ]                      Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)
[     ]                      Definitive Information Statement

SOLTERA MINING CORP.
(Name of Registrant As Specified In Chapter)

Payment of Filing Fee (Check the appropriate box)

[ X ]                      No fee required
[     ]                      Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
 
 
 


 
 
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 Preliminary Copy
SOLTERA MINING CORP.
(a Nevada corporation)

INFORMATION STATEMENT
Date first mailed to stockholders:  May ____, 2008

1005 – 289 Drake Street
Vancouver, British Columbia
V6B 5Z5     Canada
(Principal Executive Offices)

We are not asking you for a proxy and you are requested not to send us a proxy.


Item 1.                      Information Required by Items of Schedule 14A.

a.  
Introduction.

This Information Statement has been filed with the Securities and Exchange Commission and is being mailed or otherwise furnished to the registered stockholders of Soltera in connection with the prior approval by the board of directors of Soltera, and receipt by the board of approval by written consent of the holders of a majority of Soltera’s outstanding shares of common stock, of a resolution to,

1.  
amend the Fourth Article of the Articles of Soltera Mining Corp. by increasing the authorized capital from 75,000,000 shares to 200,000,000 shares of common stock with a par value of $0.001 per share;

(the “Resolution”).

Section 78.320 of the Nevada Revised Statutes and the By-laws of Soltera provide that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if stockholders holding at least a majority of the voting power sign a written consent approving the action.

On April 15, 2008, the board of directors of Soltera approved and recommended the Resolution.  Subsequently, the holders of a majority of the voting power signed and delivered to Soltera written consents approving the Resolution, in lieu of a meeting.  Since the holders of the required majority of shares of common stock have approved the Resolution, no other votes are required or necessary and no proxies are being solicited with this Information Statement.

Soltera has obtained all necessary corporate approvals in connection with the Resolution and your consent is not required and is not being solicited in connection with the approval of the Resolution.  This Information Statement is furnished solely for the purpose of informing stockholders in the manner required under the Securities Exchange Act of 1934 of these corporate actions before they take effect.

The Resolution will not become effective until (i) 21 days from the date this Information Statement is first mailed to the stockholders, or, (ii) such later date as approved by the board of directors, in its sole discretion.  The Certificate of Amendment will be filed with the Secretary of State of Nevada and is expected to become effective on or about May ____, 2008.

This Information Statement is dated May ____, 2008 and is first being mailed to stockholders on or about May           ____, 2008.  Only shareholders of record at the close of business on April 15, 2008 are entitled to notice of the Resolution and to receive this Information Statement.

 
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Reasons for the Amendments to Articles

The amendment to the Articles of Incorporation of Soltera to increase the authorized capital is being made, in part, to provide Soltera with more flexibility and opportunities to conduct equity financings.

b.  
Dissenters’ Right of Appraisal.

Neither the Articles and By-laws of Soltera nor the Nevada Revised Statutes provide for dissenters’ rights of appraisal in connection with the Resolution.

c.  
Voting Securities and Principal Holders Thereof

As of April 15, 2008, there were 66,565,000 outstanding shares of common stock of Soltera, each of which was entitled to one vote for the purpose of approving the Resolution.  Stockholders of record at the close of business on April 15, 2008 (the date of the stockholders’ written consent) were furnished copies of this Information Statement.

Soltera confirms that there are no convertible securities in existence that are convertible into shares of common stock.

(i)         Security Ownership of Certain Beneficial Owners (more than 5%)

To the best knowledge of Soltera, the following table sets forth all persons beneficially owning more than 5% of the common stock of Soltera as at April 15, 2008.  Unless otherwise indicated, each of the following persons may be deemed to have sole voting and dispositive power with respect to such shares.

(1)
Title of Class
(2)
Name and Address of Beneficial Owner
(3)
Amount and Nature of Beneficial Owner
(4)
Percent
of Class [1]
shares of
common stock
Fabio Montanari
Via il Perugino 8
Cagliari, Italy, 09121
34,700,000
52.1%

 
[1]  Based on 66,565,000 shares of common stock issued and outstanding as of April 15, 2008.

(ii)         Security Ownership of Management

(1)
Title of Class
(2)
Name and Address of Beneficial Owner
(3)
Amount and Nature of Beneficial Owner
(4)
Percent
of Class [1]
shares of
common stock
Fabio Montanari
Via il Perugino 8
Cagliari, Italy, 09121
34,700,000
52.1%
shares of
common stock
Nadwynn Sing
1005 – 289 Drake Street
Vancouver, British Columbia
V6B 5Z5     Canada
500,000
0.8%
shares of
common stock
Kevan Ashworth
The Cottage Bullbeggars Lane
Woking, United Kingdom, GU21 4SQ
0
0%
shares of
common stock
Directors and Executive Officers (as a group)
35,200,000
52.9%

 
[1]  Based on 66,565,000 shares of common stock issued and outstanding as of April 15, 2008.

(iii)           Changes in Control

Soltera is not aware of any arrangement that may result in a change in control of Soltera.
 
 
 
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Item 2.                      Statement That Proxies Are Not Solicited.

We are not asking you for a proxy and you are requested not to send us a proxy.


Item 3.                      Interest of Certain Persons in or Opposition to Matters to Be Acted Upon.

Holders of a majority of Soltera’s outstanding shares of common stock approved the Resolution on April 15, 2008.   At that time and as of the date of this Information Statement, Fabio Montanari has a direct beneficial ownership in 34,700,000 shares of common stock in the capital of Soltera, Nadwynn Sing has a direct beneficial ownership in 500,000 shares of common stock in the capital of Soltera, and Kevan Ashworth has no beneficial ownership in any shares of common stock in the capital of Soltera.

Management has not received any notice of opposition to the Resolution.


Item 4. Proposals by Security Holders.

Not applicable as no proposals submitted.



By Order of the Board of Directors


/s/ Nadwynn Sing
Dated:  May 1, 2008                                                                                     
  Nadwynn Sing – Director & CFO

 
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