SCHEDULE 14A
(Rule
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. __ )
Filed
by
the Registrant ý
Filed
by
a Party other than the Registrant ¨
Check
the
appropriate box:
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¨ Preliminary
Proxy
Statement
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¨
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Confidential,
for Use of the Commission Only
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¨ Definitive
Proxy
Statement
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(as
permitted by Rule 14a-6(e)(2)) |
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ý Definitive
Additional Materials
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¨ Soliciting
Material
Under Rule 14a-12
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GoldSpring,
Inc.
(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):
ý
No
fee
required.
¨
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
GOLDSPRING,
INC.
P.O.
Box 1118
Virginia
City, NV 89440
October
17, 2005
Dear
Shareholder:
The
upcoming Annual Meeting of Shareholders of GoldSpring, Inc. (the “Company”)
scheduled for October 26, 2005 is only a few days away. This is a reminder
to
you that if you have not yet voted your proxy, please do so as soon as possible.
Your vote is important to us, and we want to be sure it is received in time
to
be counted.
At
the
annual meeting shareholders are being asked to vote on five proposals. Your
Board of Directors believes that the election of the five nominees specified
in
the previously furnished Proxy Statement as directors is in the best interests
of the
Company
and its
shareholders and, accordingly, recommends a vote "FOR"
such
nominees.
Further,
your Board of Directors also recommends a vote “FOR”
the
following four proposals: the approval of our 2005 Stock Option and Incentive
Plan; approval of a proposal to authorize Serial Preferred Stock; approval
of a
proposal to authorize additional Common Stock; and the ratification of the
independent auditors. Please read about the proposals in the proxy statement
you
recently received.
There
were two misstatements in the proxy statement, which we wish to bring to your
attention. First, the total number of shares which were outstanding on September
2 and thus entitled to vote at this meeting was 314,266,583, not 310,016,583
as
reported in the proxy statement. Also, the proxy statement stated on page 16
that,
assuming a quorum is present, the approval of Proposal 3 to authorize Serial
Preferred Stock requires the affirmative vote of a majority of the shares of
our
common stock present in person or represented by proxy at the meeting and
entitled to vote on this proposal. Actually, Proposal 3 requires the affirmative
vote of a majority of our outstanding shares of common stock, which was stated
correctly on page 1 of the proxy statement.
Your
vote is very important, regardless of the number of shares you may own. Please
sign, date and return the enclosed proxy card in the postage paid envelope
provided. If you hold your shares through a bank or brokerage firm, please
check
the voting form provided by that bank or brokerage firm to see if it offers
telephone or Internet voting.
If
you
have any questions about the voting of your shares, please contact Innisfree
M&A Incorporated at, 1-888-750-5834.
Thank
you
for your support.
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Sincerely,
Lisa
Boksenbaum
Secretary
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