UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): December 31, 2009
HuntMountain
Resources Ltd.
(Exact
Name of Registrant as Specified in its Charter)
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Washington
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001-01428
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68-0612191
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1611
N. Molter Road, Ste. 201, Liberty Lake, WA
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99019
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (509)
892-5287
(Former
Name or Former Address if Changed Since Last Report)
Check the
appropriate box below if the Form 8K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SEC
873 (6-04) Potential persons who are to respond
to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control
number.
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Item
1.02
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Termination
of a Material Definitive Agreement
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On June
24, 2009 HuntMountain Resources Ltd. (“the Company”) announced that it had
entered into a letter of intent with Sinomar Capital Corp. pursuant to which
Sinomar Capital Corp. (“Sinomar”) intended to acquire a 100% interest in Cerro
Cazador S.A. (“CCSA”), a wholly owned subsidiary of the Company, in a reverse
takeover transaction (“the Qualifying Transaction”). The Qualifying Transaction,
which was to be effected through the issuance of common and preferred shares of
Sinomar with a combined deemed value of 15 million Canadian dollars, would
result in the Company owning in excess of 80% of Sinomar’s common shares.
Sinomar is a Capital Pool Corporation and is listed on the Toronto Venture
Exchange (“the TSXV”) and therefore the Qualifying Transaction was subject to
Exchange approval.
On
December 31, 2009 the TSXV provided final approval for the Qualifying
Transaction.
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Item
2.01
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Completion
of Acquisition
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On June
24, 2009 HuntMountain Resources Ltd. (“the Company”) announced that it had
entered into a letter of intent with Sinomar Capital Corp. pursuant to which
Sinomar Capital Corp. (“Sinomar”) intended to acquire a 100% interest in Cerro
Cazador S.A. (“CCSA”), a wholly owned subsidiary of the Company, in a reverse
takeover transaction (“the Qualifying Transaction”). The Qualifying Transaction,
which was to be effected through the issuance of common and preferred shares of
Sinomar with a combined deemed value of 15 million Canadian dollars, would
result in the Company owning in excess of 80% of Sinomar’s common shares.
Sinomar is a Capital Pool Corporation and is listed on the Toronto Venture
Exchange (“the TSXV”) and therefore the Qualifying Transaction was subject to
Exchange approval.
On
December 31, 2009 the TSXV provided final approval for the Qualifying
Transaction.
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Item
9.01
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Financial
Statements and Exhibits
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HuntMountain
Resources Ltd. in acquiring its interest in Sinomar recapitalized its existing
consolidated subsidiary, Cerro Cazador S.A., as such, this acquisition and
reorganization does not require any proforma financial statements nor are there
any effects upon the operating information of the Company previously disclosed
in our filings with the Commision. The prior financial statements
filed in accordance with the TSXV rules in Canada of Sinomar will in the future
reflect the recapitalization of CCSA, which will continue to be part of the
Company’s consolidated financial statements filed with our normal
annual and periodic filings.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
January 7, 2010
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By:
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Bryn
Harman, CFA
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