Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - Dutch Gold Resources Inc | ex10_1.htm |
| EX-10.2 - EXHIBIT 10.2 - Dutch Gold Resources Inc | ex10_2.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
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January
11, 2010
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DUTCH
GOLD RESOURCES, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
|
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Nevada
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000-308805
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58-2550089
|
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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3500
Lenox Road, Suite 1500,
Atlanta,
Georgia
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30326
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(Address
of Principal Executive Offices)
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(Zip
Code)
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|
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(404)
419-2440
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(Registrant's
Telephone Number, Including Area
Code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement
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Acquisition
of Aultra Gold, Inc.’s Assets
On
January 6, 2010, Dutch Gold Resources, Inc. (the “Company” or the “Registrant”)
entered into an Asset Purchase Agreement (the “Agreement”) and DGRI ADGI
Acquisition Corporation (the “Purchaser”) with Aultra Gold, Inc. (“Aultra
Gold”), effective as of December 31, 2009. Pursuant to the Agreement,
the Company acquired all of Aultra Gold’s assets to the Purchaser, which is a
wholly owned subsidiary of Dutch Gold (the “Transaction”). As
consideration for these assets, the Company issued 9,614,667 shares of its
common stock, par value $0.001 per share, to Aultra Gold.
In
accordance with the transaction, the Company acquired substantially all of the
assets related to Aultra Gold’s gold and mineral business, including inventory,
accounts receivable, certain supply and distribution and other vendor contracts,
good will and other various assets and intangibles. The parties made customary
representations, warranties and indemnities that are typical and consistent for
a transaction of this size and scope.
Acquisition
of Control of Aultra Gold, Inc.
Also, on
December 31, 2009, pursuant to a Stock Purchase Agreement by and among the
Company, Rauno Perttu, Strategic Minerals Inc., a Nevada corporation, and Aultra
Gold Capital Inc., a Turks and Caicos corporation, the Company acquired
controlling interest of Aultra Gold for a purchase price of One Million
newly-issued shares of the Company’s common stock, par value $0.001 per
share.
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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The
disclosures set forth under Item 1.01 are incorporated by reference into this
Item 2.01.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain
Officers
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On
December 31, 2009, William Debor, Ewald Dienhart, and James L. Browne resigned
from the Board of Directors of the Company and Rauno Perttu was elected and
appointed to the Board of Directors. In addition, Rauno Perttu became
Chief Operating Officer of the Company.
Rauno Perttu - Chief Operating
Officer, Director, 64, acts as the Chief Operating Officer and Director of the
Company, effective December 30, 2009. From January 22, 2007 until
December 31, 2009, Mr. Perttu served as President, Secretary and Director of
Aultra Gold, Inc. An academically distinguished geologist with a M.S.
in Geology, Mr. Perttu is a registered Engineering Geologist in Oregon who has
held senior positions with some of North America’s leading resource companies.
At the Kennecott Corporation, he initially worked as a senior geologist, was
later promoted to Coal Manager, and then to Director of Business Development.
Before Kennecott, Mr. Perttu held senior geologist positions at Gulf Minerals,
Resources International, and Pacific Power and Light Company. For the last 20
years, he has worked as a consultant, initiating and managing exploration and
development programs in North America, Chile, Columbia, and Venezuela. He has
been involved in the discovery of gold and silver deposits in Montana, Utah, and
Nevada. He has 36 years of experience in economic geology. He has evaluated
companies for acquisition and commodities for diversification. He has worked
internationally in all phases of mineral and metals exploration, evaluation, and
development. Mr. Perttu has managed modest sized to major projects and programs
from the initial conceptual stage through all the subsequent steps, including
discovery, acquisition, and determination of economic feasibility, development
and production. This background has given him experience in, not only the
technical, but also the business aspects of the mineral
industry.
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Item
9.01
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Financial
Statements and Exhibits.
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(a) Financial statements: As a
result of the Transaction described in Item 1.01, the Registrant will file the
audited financial information within seventy-one calendar days after this 8-K is
filed.
(b) Pro forma financial information:
As a result of the Transaction described in Item 1.01, the Registrant
will file the audited financial information within seventy-one days after this
8-K is filed.
(c) Shell company transaction:
This section does not apply.
(d) Exhibits: The disclosures set
forth under Item 9.01 (a) and (b) are incorporated by reference into this Item
9.01 (d).
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Exhibit
#
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Description
|
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10.1
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Form
of Asset Purchase Agreement by and among Aultra Gold, Inc., Dutch Gold
Resources, Inc. and DGRI AGDI Acquisition Corporation.
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10.2
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Form
of Stock Purchase Agreement by and among Dutch Gold Resources, Inc., Rauno
Perttu, Strategic Minerals Inc., and Aultra Gold Capital
Inc.
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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 THEREUNTO
DULY AUTHORIZED.
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DUTCH
GOLD RESOURCES, INC.
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|||
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Date:
January 11, 2010
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By:
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/s/
Dan Hollis
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Daniel
W. Hollis
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|||
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Chief
Executive Officer
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Exhibit
Index
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Exhibit
#
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Description
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Form
of Asset Purchase Agreement by and among Aultra Gold, Inc., Dutch Gold
Resources, Inc., a Nevada corporation and DGRI AGDI Acquisition
Corporation.
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||
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Form
of Stock Purchase Agreement by and among Dutch Gold Resources, Inc., Rauno
Perttu, Strategic Minerals Inc., and Aultra Gold Capital
Inc.
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