Attached files
| file | filename |
|---|---|
| EX-10.5 - MV Portfolios, Inc. | v206711_ex10-5.htm |
| EX-10.3 - MV Portfolios, Inc. | v206711_ex10-3.htm |
| EX-10.2 - MV Portfolios, Inc. | v206711_ex10-2.htm |
| EX-10.4 - MV Portfolios, Inc. | v206711_ex10-4.htm |
| EX-10.1 - MV Portfolios, Inc. | v206711_ex10-1.htm |
| EX-99.1 - MV Portfolios, Inc. | v206711_ex99-1.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 Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 22, 2010
California
Gold Corp.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-134549
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83-483725
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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488
Madison Avenue, 12th
Floor
New
York, New York 10022
(Address
of principal executive offices, including zip code)
(212)
400-6900
(Registrant's
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since 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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¨
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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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This
report and its exhibits contain “forward-looking statements.” All statements
other than statements of historical facts included in this report and its
exhibits, including without limitation, statements regarding our financial
position, estimated working capital, business strategy, the plans and objectives
of our management for future operations and those statements preceded by,
followed by or that otherwise include the words “believe,” “expects,”
“anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,”
“objective,” “should,” or similar expressions or variations on such expressions
are forward-looking statements. We can give no assurances that the assumptions
upon which the forward-looking statements are based will prove to be correct.
Because forward-looking statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or implied by the
forward-looking statements. There are a number of risks, uncertainties and other
important factors that could cause our actual results to differ materially from
the forward-looking statements, including, but not limited to, our inability to
obtain adequate financing, insufficient cash flows and resulting illiquidity,
our inability to expand our business, government regulations, lack of
diversification, volatility in the price of gold, increased competition, results
of arbitration and litigation, stock volatility and illiquidity, and our failure
to implement our business plans or strategies. For further information about the
risks we face, see “Risk Factors” in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2009.
Except as
otherwise required by the federal securities laws, we disclaim any obligation or
undertaking to publicly release any updates or revisions to any forward-looking
statement contained in this Report to reflect any change in our expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
2
Item
3.02 Unregistered Sales of Equity Securities.
On
December 23, 2010, California Gold Corp. (“we” or, the “Company”) held a closing
of a private placement offering (the “Offering”) pursuant to which the Company
sold to various institutional and accredited investors and non-U.S. persons
(collectively, the “Investors”) 58,478,258 units of its securities (the “Units”)
for gross proceeds of $1,461,956.45, at an offering price of $0.025 per
Unit. Each of 36,478,258 of the Units consists of one share of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), and a
warrant to purchase one-half share of Common Stock at an exercise price of
$0.125 per whole share (the “Warrants”). Each of the remaining 22,000,000 Units
consists of one share of the Company’s Series A Convertible Preferred stock, par
value $0.001 per share (the “Series A Preferred Stock”), and Warrants to
purchase one-half of one share of Common Stock. The Warrants will be exercisable
from issuance until eighteen months after the closing of the
Offering. The Company plans to apply the net proceeds of this closing
towards the AuroTellurio Acquisition (as defined below), certain outstanding
accounts payable and working capital. $25,250 in fees were paid to one
consultant in connection with advice related to acquisitions and financing.
Each
share of Series A Preferred Stock is convertible at any time into one share of
Common Stock, subject to a 9.99% conversion blocker, and participates in
dividends and other distributions on an equivalent basis with the Company’s
Common Stock. The Series A Preferred Stock does not carry voting
rights.
The
number of shares of Common Stock issuable upon conversion of the Series A
Preferred Stock and upon exercise of the Warrants, as the case may be, is
subject to adjustment by the Company’s Board of Directors in the event of any
change in the Company’s Common Stock, including changes by reason of stock
dividends, stock splits, reclassifications, mergers, consolidations or other
changes in the capitalization of Common Stock, and the Warrants
contain weighted average anti-dilution protection.
The
subscription agreements (the “Subscription Agreements”) between the Company and
each of the Investors in the Offering provide the Investors with certain
“piggyback” registration rights covering the shares of Common Stock included in
the Units or issuable upon conversion of the Series A Preferred Stock and
registration rights covering the shares of Common Stock issuable upon exercise
of the Warrants.
The sale
of the Units and the securities contained therein were exempt from the
registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof and Regulation D and/or Regulation S promulgated thereunder, as
transactions by an issuer not involving a public offering. The
purchasers of the securities represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof, and appropriate restrictive legends are being
affixed to the certificates issued in the Offering. All purchasers of
the securities represented and warranted, among other things, that they were
accredited investors within the meaning of Regulation D and/or non-U.S. persons
within the meaning of Regulation S, that they had the knowledge and experience
in financial and business matters necessary to evaluate the merits and risks of
an investment in the Company and had the ability to bear the economic risks of
the investment, and that they had adequate access to information about the
Company.
3
Item
5.03 Amendments to Articles of Incorporation.
On
December 23, 2010, the Company filed with the Secretary of State of the State of
Nevada a Certificate of Designations pursuant to which the Board of Directors
increased its authorized shares of preferred stock to 22,000,000 shares and
designated such shares as Series A Convertible Preferred Stock, par value $0.001
per share. The shares of Series A Preferred Stock have the preferences and
other rights, voting powers, restrictions and limitations as to dividends,
qualifications and other terms and conditions as set forth in the Certificate of
Designations.
See Item
3.02 above for a summary description of the terms of the Series A Convertible
Preferred Stock. The foregoing summary does not purport to be complete and is
subject to and qualified in its entirety by reference to the Certificate of
Designations attached as an exhibit hereto and incorporated by reference
herein.
Item
7.01. Regulation FD Disclosure.
Attached
hereto as Exhibit 99.1 is a press release issued by the Company on December 28,
2010, announcing the matters set forth above under Item 3.10.
Item
8.01 Other Events.
As
previously disclosed, on October 7, 2010, we signed a letter of intent, amended
by letter dated November 11, 2010 (the “LOI”), with Mexivada Mining Corp.
(“Mexivada”) to acquire an 80% interest in Mexivada’s La Viuda and La Viuda-1
concessions comprising its AuroTellurio tellurium-gold-silver property (the
“Property”) in Moctezuma, Sonora, Mexico (the “Aurotellurio
Acquisition”).
We have
used $15,000 of the proceeds from the Offering to pay Mexivada the
non-refundable portion of the down payment ($20,000 in total) on the Property
required by the LOI.
In
accordance with the terms of the LOI, we have given Mexivada our written
confirmation that we intend to proceed with the AuroTellurio
Acquisition. Closing of the Aurotellurio Acquisition remains subject
to satisfactory completion of documentation and other customary
conditions.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
The
following Exhibits are being filed with this Report.
In
reviewing the agreements included as exhibits to this Report, please remember
that they are included to provide you with information regarding their terms and
are not intended to provide any other factual or disclosure information about
the Company or the other parties to the agreements. The agreements may contain
representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and:
4
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·
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should
not be treated as categorical statements of fact, but rather as a way of
allocating the risk to one of the parties if those statements prove to be
inaccurate;
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·
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have
been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the
agreement;
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·
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may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors;
and
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·
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were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent
developments.
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Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found in the Company’s other public
filings, which are available without charge through the SEC’s website at http://www.sec.gov.
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Exhibit
Number
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Description
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99.1
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*
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Press
Release issued on December 28, 2010.
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10.1
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*
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Form
of Subscription Agreement with respect to the Common Stock between the
Company and each Investor in the Offering.
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10.2
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*
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Form
of Warrant issued to each Investor in the Offering.
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10.3
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*
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Certificate
of Designations.
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10.4
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*
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Form
of Subscription Agreement with respect to the Series A Convertible
Preferred Stock between the Company and each Investor in the
Offering.
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| 10.5 | * | Subscription Agreement Addendum. |
5
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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California
Gold Corp.
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Date: December
29, 2010
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By:
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/s/ James D. Davidson
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Name:
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James
D. Davidson
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Title:
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Chief
Executive Officer
and
President
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6