Attached files
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| EX-10.1 - EXHIBIT 10.1 - Golden Matrix Group, Inc. | ex10_1.htm |
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): July 30, 2010
Source Gold Corp.
(Exact name of registrant as specified in its charter)
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Nevada
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333-153881
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N/A
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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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2 Toronto Street, Suite 234, Toronto, Ontario, Canada
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M5C2B5
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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: 289-208-6664
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___________________________________________________
(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 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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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On July 30, 2010, we entered into an agreement (the “Agreement”) with Lauren Notar, currently our sole officer and director, under which we purchased the right to explore and mine the minerals (the “Rights”) on 13 mineral claims located in Northern Ontario, Canada (the “Claims”) for a promissory note in the amount of $20,000. Contemporaneously with the purchase of the Claims, we resolved that our wholly owned subsidiary Northern Bonanza, Inc., an Ontario incorporated company (“Northern”), be listed as the holder and owner of the Claims. The note is without interest and is payable on or before November 30, 2010.
Although we purchased the Rights on the Claims, the Province of Ontario will continue to own the underlying land on which the Rights are based. Additionally, if the assessment work schedule for the Claims mandated by the Ontario Ministry of Mines and Northern Development (the “Ministry”) is not adhered to, then the Rights on the Claims will revert to the government.
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
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The Claims
The Claims are presently filed with the Ministry and are registered to Northern. While all mineral rights associated with the Claims may be developed, the Claims were purchased with the intention of mining for, extracting and selling gold. The first step in the mining and extraction process will be performing an assessment of the property. It is expected that as assessment proceeds a geologist will be consulted on the assessment. If the assessment and geologists indicate that we will ultimately be able to profitably mine gold or other minerals from the Claims, then we will explore hiring an operator to mine the Claims.
If an operator is hired, it is anticipated that the operator will be paid a percentage of the profits from the extraction and sale of any minerals. Any profits will only be reduced by this cost and operating expenses, as Northern is entitled to 100% of all proceeds from the extraction and sale of any minerals from the Claims.
Although we entered into the Agreement in anticipation of generating revenue and earning a profit on the Claims through Northern, as exploration of the Claims has not begun, there is a high risk of business failure. As a result, we have no way to evaluate the likelihood that Northern will be able to extract minerals from the Claims at a profit. A significant amount of additional exploration is necessary prior to determining the viability of the Claims.
Additionally, Ms. Lauren Notar, our president and director, who is also the sole officer and director of Northern, does not have any training as a geologist or an engineer or any training specific to the technicalities of mineral exploration. As a result, our management may lack certain skills that are advantageous in managing the Claims, and therefore there is a higher risk the Claims will fail to become profitable. In addition, Ms. Notar’s decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, the Claims ultimate financial success could suffer irreparable harm due to management’s lack of experience in geology and engineering.
The foregoing is not a complete summary of the terms of the Agreement in this Item 1.01, and reference is made to the complete text of Agreement attached hereto as Exhibit 10.1.
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Item 9.01 Financial Statements and Exhibits
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Exhibit Number
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Description
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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 hereunto duly authorized.
Source Gold Corp.
/s/ Lauren Notar
Lauren Notar
President, Director
Date: August 4, 2010