ARGQ Argentum 47 Inc (PK)

Item 8.01 Other Events

On November 10, 2016, the Company’s Board of Directors approved and the Company designated 45,000,000 of its authorized preferred stock as Series “B” convertible preferred shares. The Certificate of Designation stated the following:

Under Nevada corporation law, no shareholder approval was required for the creation of the Series “B” Preferred Stock or the issuance of Series “B” Preferred Stock in exchange for the shares of common stock exchanged therefor.

On November 11, 2016, Enzo Taddei, Patrick V. Dolan and Peter J. Smith, all Directors of the Company, offered to retire and exchange an aggregate 450,000,000 shares of Common Stock owned by them for an aggregate 45,000,000 Series “B” Preferred Stock that would protect their voting power and ability to participate in the future of the Company, while at the same time not doing anything detrimental to the shareholders of the Company. The Company permitted Messrs. Taddei, Dolan and Smith to exchange 200,000,000, 50,000,000 and 200,000,000 shares of Common Stock, respectively, for 20,000,000, 5,000,000 and 20,000,000 shares of Series “B” Preferred Stock, respectively. As a result of this retirement and exchange of Common Stock for Series “B” Preferred Stock, the Company´s issued and outstanding Common Stock was reduced from 819,499,228 to a total of 369,499,228.

The above shares of commons stock were issued in reliance on the exclusion from the registration requirements of the Securities Act of 1933, as amended or in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4.(a)(2) of the Securities Act of 1933, as amended, as the issuance of the stock did not involve a public offering of securities.