SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
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appropriate box:
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule14c-5(d)(2))
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[X]
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Definitive Information Statement
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NAVA RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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Title of each class of securities to which
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(2)
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Aggregate number of securities to which
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(3)
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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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Fee
paid previously with preliminary materials.
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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
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(1)
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Form, Schedule or Registration Statement No.:
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Nava Resources,
Inc.
Suite 206 – 595
Howe Street
Vancouver, British
Columbia, V6C 2T5
Telephone: (778)
218-9638
NOTICE OF
SHAREHOLDER ACTION BY WRITTEN CONSENT
Dear Shareholder of Nava Resources, Inc.:
We are furnishing this information
statement (the “
Information Statement
”) to the holders of shares of common
stock of Nava Resources, Inc., a Nevada corporation (the “
Company
”), in
connection with our prior receipt of approval by written consent, in lieu of a
special meeting, of the holders of a majority of our outstanding common stock
authorizing the Company’s board of directors (the “
Board
”) to amend the
Company’s Articles of Incorporation to change the name of the Company to Blox,
Inc. (the “
Name Change
”). The Board has determined that it is in the
best interests of the Company to approve the Name Change.
As permitted by Nevada law and
our Articles of Incorporation, the Company has received written consents from
the holders of 11,000,000 shares of common stock, representing approximately 89%
of the voting power of our common stock, approving the Name Change.
The Name Change described in this
Information Statement will not become effective until at least 20 calendar days
following the date of mailing of this Information Statement to our shareholders
and after filing of the amended Articles of Incorporation with the Secretary of
State of the State of Nevada.
SHAREHOLDERS ARE NOT BEING
ASKED FOR PROXIES TO VOTE THEIR SHARES WITH RESPECT TO THE NAME CHANGE. NO
PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION STATEMENT AND NO MEETING OF
SHAREHOLDERS WILL BE HELD TO CONSIDER THE NAME CHANGE.
Because written consent of the
holders of a majority of our voting power satisfies all applicable shareholders
voting requirements, we are not asking for a proxy; please do not send us one.
Only shareholders of record at
the close of business on June 25, 2013 shall be given a copy of this Information
Statement. The date on which this Information Statement will be sent to shareholders
will be on or about July 9, 2013.
This Information Statement is
being provided to you pursuant to Rule 14c-2 under the Securities Exchange Act
of 1934, as amended. We encourage you to read the Information Statement
thoroughly. You may also obtain information about the Company from publicly
available documents filed with the Securities and Exchange Commission (the “
SEC
”).
We may provide only one copy of the Information Statement to
shareholders who share an address, unless we have received instructions
otherwise. If you share an address, your household has received only one copy
of this Information Statement and you wish to receive another copy, please
contact our corporate secretary at the address or telephone number above. If
you have received multiple copies and only wish to receive one copy of our SEC
materials, you also may contact us at the address and phone number above.
The accompanying
information statement is for information purposes only. Please read it
carefully.
By order of the
Board
Sincerely,
/s/ Jag Sandhu
Jag Sandhu
President and Chief Executive Officer of
Nava Resources, Inc.
Nava Resources,
Inc.
Suite 206 – 595
Howe Street
Vancouver, British
Columbia, V6C 2T5
INFORMATION
STATEMENT
This information statement (the “
Information
Statement
”) is furnished to the shareholders of Nava Resources, Inc., a
Nevada corporation (the “
Company
”), in connection with our prior receipt
of approval by written consents, in lieu of a special meeting, of the holders
of a majority of our outstanding shares of common stock authorizing the board
of directors of the Company (the “
Board
”) to amend the Company’s
Articles of Incorporation to change the name of the Company to Blox, Inc. (the
“
Name Change
”). On June 13, 2013, the Company obtained approvals of the
amendment to the Company’s Articles of Incorporation by written consent of shareholders
that own a total of 11,000,000 shares of common stock which represent
approximately 89% of the Company’s voting power.
The Name Change cannot be
effectuated until 20 days after the mailing of this Information Statement and
after the filing of the amended Articles of Incorporation with the Secretary of
State of the State of Nevada.
This Information Statement is
being mailed on or about July 9, 2013 to shareholders of record on June 25,
2013.
The Board, and persons owning a
majority of the outstanding voting securities of the Company, have unanimously
authorized and approved the proposed actions by the Company Board. No other
votes are required or necessary.
VOTE REQUIRED
Pursuant to the Company’s Bylaws
and the Nevada Law, a vote by the holders of at least a majority of the
Company’s outstanding votes is required to effect the amendment to the
Company’s Articles of Incorporation to effectuate the Name Change. As of the
Record Date, the Company had 12,338,604 voting shares of common stock issued
and outstanding. 6,169,303 votes are required to pass the amendment to the
Company’s Articles of Incorporation to effectuate the Name Change. The
consenting shareholders are entitled to 11,000,000 votes, which represent
approximately 89% of the issued and outstanding votes with respect to the
Company’s voting securities. The consenting shareholders voted in favor of the
Name Change described herein on June 13, 2013 by written consent.
AMENDMENT OF
ARTICLES OF INCORPORATION
TO CHANGE THE
NAME OF THE COMPANY
The Board has unanimously adopted
a resolution seeking stockholder approval to amend the Articles of
Incorporation to change the Company’s name to Blox, Inc. The Board believes
that the name change is in the Company’s best interests.
A change to the Company’s name
will most likely result in a change to the Company’s CUSIP number. Shareholders
will not be required to tender their shares for reissuance; however, shares
that are submitted to the transfer agent for whatever reason will be reissued
under the new name and CUSIP number. The Name Change should not affect
transactions in our shares.
DISSENTER'S
RIGHTS OF APPRAISAL
The holders of the Company’s common stock are not entitled to
dissenters' rights in connection with the actions taken hereunder.
1
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board fixed the close of
business on June 25, 2013 as the record date (the “
Record Date
”) for the
determination of the common shareholders entitled to notice of the action by
written consent.
At the record date, the Company had
400,000,000 shares of common stock authorized with a stated par value of $0.00001,
of which 12,338,604 shares of common stock were issued and outstanding. Each
such share of common stock is entitled to one vote
The holders of a controlling interest
equaling 11,000,000 shares of common stock, representing approximately 89% of
the voting power of the Company, as of the Record Date, have approved the
proposed amendment to the Company’s Articles of Incorporation. The shareholders
have consented to the action required to adopt the amendment of the Company’s
Articles of Incorporation to authorize the Name Change. These consents were sufficient,
without any further action, to provide the necessary stockholder approval of
the action.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following
table sets forth certain information regarding the beneficial ownership of the
Common Stock as at the Record Date by:
(i)
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each person or entity
known by the Company to beneficially own more than 5% of the Common Stock;
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(ii)
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each Director of the
Company;
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(iii)
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each of the named
Executive Officers of the Company; and
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(iv)
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all Directors and
executive officers as a group.
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Except as noted
below, the Company believes that the beneficial owners of the Common Stock listed
below, based on information furnished by such owners, have sole voting and
investment power with respect to such shares.
Title of Class
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Name and Address
Of Beneficial Owner
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Amount of Beneficial
Ownership
(1)
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Percent of Class
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Common
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Jag Sandhu
British Columbia,
Canada
President, CEO,
CFO, and
Sole Director
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3,500,000
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28.4%
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Common
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Amarjit
Sandhu
British Columbia,
Canada
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2,000,000
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16.2%
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Common
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Pam Picket
Perth, Australia
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5,500,000
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44.6%
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(1)
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The information
relating to the above share ownership was obtained by the Company from insider
reports and beneficial ownership reports on Schedule 13D filed with the SEC or
available at www.sedi.com, or from the shareholder, and includes direct and
indirect holdings.
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WE ARE NOT
ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
.
The Company obtained the
requisite stockholder vote for the amendment to the Company’s Articles of
Incorporation described in this Information Statement upon delivery of written
consents from the holders of a majority of our outstanding shares of common stock.
This information statement is for informational purposes only.
2
INTEREST OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON
No director, executive officer,
associate of any director, executive officer or nominee or any other person has
any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendment to the Company’s Articles of Incorporation,
which is not shared by all other shareholders.
FORWARD-LOOKING
STATEMENTS
This Information Statement may
contain certain “forward-looking” statements (as that term is defined in by the
U.S. Securities and Exchange Commission (the “
SEC
”) 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”, “believe” or “should” or the negative or other
variations thereof or comparable terminology are intended to identify
forward-looking statements. These statements by their nature may differ
materially depending on a variety of important factors, including factors
discussed in this and other of our filings with the SEC.
ADDITIONAL
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. Additional
information relating to the Company is available on the SEDAR website at www.sedar.com.
Dated at
Vancouver, British Columbia, this 9
th
day of July, 2013.
BY ORDER OF THE BOARD OF DIRECTORS
/s/
Jag Sandhu
Jag
Sandhu
President and Chief Executive Officer
3
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