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Guidelines for Providing Adequate PENGRAM CORPORATION Initial Company Information and Disclosure Statement “We previously were a shell company, therefore the exemption offered pursuant to Rule 144 is not available. Anyone who purchased securities directly or indirectly from us or any of our affiliates in a transaction or chain of transactions not involving a public offering cannot sell such securities in an open market transaction.” Part A General Company Information Item 1 The exact name of the issuer and its predecessor (if any). The name of the issuer is “Pengram Corporation” (the “Company”). Item 2 The address of the issuer’s principal executive offices. The Company’s principal executive office is located at 1200 Dupont Street, Suite 2J, Bellingham, WA, United States 98225. Telephone: (360) 255-3436. Fax: None Website: www.pengramgold.com Item 3 The jurisdiction(s) and date of the issuer’s incorporation or organization. The Company was incorporated on April 28, 2006 under the laws of the State of Nevada. Part B Share Structure Item 4 The exact title and class of securities outstanding. The following sets forth the title and class of the Company’s securities outstanding: Title: Common Stock Class: Common CUSIP: 707062 204 Symbol: PNGM Title: Preferred Stock Class: Preferred CUSIP: None Symbol: None Item 5 Par or stated value and description of the security. A. Par or Stated Value. Common Stock: par value of $0.001 Preferred Stock: par value of $0.001 2 B. Common or Preferred Stock. Common Stock The following is a summary of the material rights and restrictions associated with the Company’s common stock. This description does not purport to be a complete description of all of the rights of the Company’s stockholders and is subject to, and qualified in its entirety by, the provisions of the Company’s most current Articles of Incorporation and Bylaws. The holders of the Company’s common stock have the right to cast one vote for each share held of record on all matters submitted to a vote of the holders of the Company’s common stock, including the election of directors. Holders of the Company’s common stock do not have cumulative voting rights in the election of directors. Pursuant to the provisions of Section 78.320 of the Nevada Revised Statutes (the “NRS”) and Section 8 of the Company’s Bylaws, at least one percent of the outstanding shares of stock entitled to vote must be present, in person or by proxy, at any meeting of the Company’s stockholders in order to constitute a valid quorum for the transaction of business. Actions taken by stockholders at a meeting in which a valid quorum is present are approved if the number of votes cast at the meeting in favor of the action exceeds the number of votes cast in opposition to the action, provided, however, that directors shall be elected by a plurality of the votes of the shares present at the meeting and entitled to vote. Certain fundamental corporate changes such as the liquidation of all of the Company’s assets, mergers or amendments to its Articles of Incorporation require the approval of holders of a majority of the outstanding shares entitled to vote. Holders of the Company’s common stock do not have any preemptive rights to purchase shares in any future issuances of its common stock or any other securities. There are no redemption or sinking fund provisions applicable to the Company’s common stock. The holders of the Company’s common stock are entitled to receive dividends pro rata based on the number of shares held, when and if declared by the board of directors, from funds legally available for that purpose. In the event of the liquidation, dissolution or winding up of the affairs of the Company, all the Company’s assets and funds remaining after the payment of all debts and other liabilities are to be distributed, pro rata, among the holders of common stock. Preferred Stock The Board of Directors is authorized by the Company’s Articles of Incorporation to divide the authorized shares of its preferred stock into one or more series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. The Board of Directors is authorized, within any limitations prescribed by law and the Company’s Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including but not limited to the following: 3 (a) the rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue; (b) whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption; (c) the amount payable upon shares of preferred stock in the event of voluntary or involuntary liquidation; (d) sinking fund or other provisions, if any, for the redemption or purchase of shares of preferred stock; (e) the terms and conditions on which shares of preferred stock may be converted, if the shares of any series are issued with the privilege of conversion; (f) voting powers, if any, provided that if any of the preferred stock or series thereof shall have voting rights, such preferred stock or series shall vote only on a share for share basis with our common stock on any matter, including but not limited to the election of directors, for which such preferred stock or series has such rights; and (g) subject to the above, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as our Board of Directors may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada. The Company shall not declare, pay or set apart for payment any dividend or other distribution (unless payable solely in shares of common stock or other class of stock junior to the preferred stock as to dividends or upon liquidation) in respect of the Company’s common stock, or other class of stock junior to the preferred stock, nor shall it redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of preferred stock for the current period (and in the case of cumulative dividends, if any, payable to holders of preferred stock for the current period and in the case of cumulative dividends, if any, for all past periods) have been paid, are being paid or have been set aside for payment, in accordance with the terms of the preferred stock, as fixed by the Board of Directors. In the event of the liquidation of the Company, holders of the Company’s preferred stock shall be entitled to receive, before any payment or distribution on the common stock or any other class of stock junior to the preferred stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such preferred stock plus, if so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such preferred stock (whether or not earned or declared) to the date of such distribution. Neither the sale, lease or exchange of all or substantially all of the property and assets of the Company, nor any consolidation or merger of the Company, shall be deemed to be a liquidation. 4 Provisions Relating to Change in Control Provisions in the Company's organizational documents that could delay, defer or prevent a change in control of the Company include: 1. Provisions in our Articles of Incorporation that authorize "blank check" preferred stock, which could be issued with voting and other rights superior to the rights of our common stock by action of our Board of Directors without further approval of stockholders. 2. Provisions of our Bylaws that do not authorize stockholders to call or bring business before special meetings of stockholders. 3. Provisions of our Bylaws requiring compliance with detailed procedures for nominating persons for election to the Board of Directors. 4. Provisions of our Bylaws that limit the determination of the authorized number of directors on our Board of Directors and the filling of vacancies and newly created directorships to a majority of the members of the Board of Directors then in office (unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote). Item 6 The number of shares or total amount of the securities outstanding for each class of securities authorized. As at May 31, 2012, the Company’s: (i) authorized shares of common stock was 300,000,000 shares and issued and outstanding shares of common stock was 58,264,344 shares, (ii) public float consisted of 26,292,144 shares of common stock, (iii) total number of beneficial shareholders is unknown as a number of the shareholders hold their shares within CEDE & Co. and the Company did not order a NOBO list as at May 31, 2012*, and (iv) registered shareholders totaled 25. The Company’s authorized shares of preferred stock was 100,000,000 shares, of which none were issued or outstanding. As at November 30, 2011, the Company’s: (i) authorized shares of common stock was 300,000,000 shares and issued and outstanding shares of common stock was 58,264,344 shares, (ii) public float consisted of 26,292,144 shares of common stock, (iii) total number of beneficial shareholders is unknown as a number of shareholders hold their shares within CEDE & Co.
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