Attached files
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| EX-10.1 - CONNEXUS CORP | acquisitionagmtrusheen.htm |
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 and Exchange Act of
1934
May 19,
2010
Date
of Report (date of Earliest Event Reported)
Brazil
Gold Corp.
(Exact
Name of Registrant as Specified in its Charter)
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NEVADA
|
001-33714
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98-0430746
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(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Commission
File No.)
|
(I.R.S.
Employer
Identification
No.)
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800
Bellevue Way, Suite 400, Bellevue, WA, USA 98004
(Address
of principal executive offices and zip code)
(425)
637-3080
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed from last report)
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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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 Entry into a Material Definitive Agreement
On May19,
2010, Brazil Gold Corp., a Nevada corporation (the “Company”), entered into an
Acquisition Agreement (the “Acquisition Agreement”) with Rusheen Handels AG, a
Swiss corporation (“Rusheen”), whereby the Company will acquire all of Rusheen’s
ownership units in Amazonia Capital e Participacoes Ltda., a Brazilian
corporation (“Amazonia”), which represents 99% of all of the issued and
outstanding share capital of Amazonia. The Company will acquire all of Rusheen’s
ownership units in Amazonia in exchange for 44 million shares of the Company’s
common stock. Amazonia has previously granted a 2.5% net smelter
return royalty (“Royalty”) to Rusheen relating to its mineral claims as
described below, which will remain in place following the closing of the
Acquisition Agreement. As a condition to closing the Acquisition Agreement, the
Company has cancelled 44 million restricted shares and returned them to
treasury. Upon closing of the Acquisition Agreement, the Company will have
80,000,000 shares issued and outstanding.
Amazonia
is the registered owner of 102 claims covering approximately 860,000 hectares of
mineral rights located in the three states of Amazonas, Mato Grosso and Rondonia
in the prolific Tapajos Greenstone Belt in the Amazon Basin of
Brazil. The primary mineral target is gold, however copper, nickel,
iron ore, manganese and cassiterite (tin) are also found in the
area. Most properties are near existing roads and rivers, which have
access to international ports, and small mining and farming communities with
access to fuel, energy and manpower – all conditions suitable for low-cost bulk
tonnage mining.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
10.1. Acquisition
Agreement dated May 19, 2010, entered into by and between the Company and
Rusheen Handels AG, a Swiss corporation.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
DATE:
May 20, 2010
BRAZIL
GOLD CORP.
By:/s/ Dr. Thomas
Sawyer
Name: Dr.
Thomas Sawyer
Title: Chief
Executive Officer