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EX-99.1 - MV Portfolios, Inc. | v211734_ex99-1.htm |
UNITED
STATES
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): February 11, 2011
California
Gold Corp.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State or
Other Jurisdiction of Incorporation)
333-134549
|
83-0483725
|
|||
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
4515
Ocean View Blvd., Suite 305, La Cañada, CA 91011
(Address
of Principal Executive Offices) (Zip
Code)
818-542-6891
(Registrant's
Telephone Number, Including Area Code)
c/o
Gottbetter & Partners, LLP, 488 Madison Avenue, New York, NY
10022-5718
(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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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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
February 11, 2011, we entered into a property option agreement (the “Agreement”)
with Mexivada Mining Corp. (“Mexivada”) to acquire up to an 80% interest in
Mexivada’s La Viuda and La Viuda-1 concessions comprising its AuroTellurio
tellurium-gold-silver property (the “La Viuda Concessions” or, the “AuroTellurio
Property”) in Moctezuma, Sonora, Mexico. The Agreement supersedes and
replaces the binding offer letter dated October 7, 2010, as amended, between
Mexivada and us relating to our proposed acquisition of the AuroTellurio
Property.
Under the
terms of the Agreement, we will acquire up to an 80% legal and beneficial
ownership interest in the AuroTellurio Property by incurring up to $3,000,000 in
cumulative exploration expenditures on the AuroTellurio Property over a
four-year period at an investment rate of at least $750,000 per
year.
In
addition, we have made cash payments of $20,000 to Mexivada and will pay an
additional $10,000 upon the closing (the “Closing”) of the acquisition, $40,000
upon the first anniversary of the Closing, $50,000 upon the second anniversary
of the Closing, $70,000 upon the third anniversary of the Closing and $100,000
upon the fourth anniversary of the Closing, for a total of
$290,000. We will also issue to Mexivada 250,000 shares of our
restricted common stock upon the Closing, 250,000 shares upon the first
anniversary of the Closing, 300,000 shares upon the second anniversary of the
Closing, 350,000 shares upon the third anniversary of the Closing and 500,000
upon the fourth anniversary of the Closing, for a total of 1,650,000
shares.
We will
earn a 20% vested interest in the AuroTellurio Property by the first anniversary
of the Closing by fulfilling all of the required terms of the Agreement to that
date, and will earn an additional 20% interest in each of the following three
years, for an aggregate interest of 80%, by meeting all of our commitments to
Mexivada during those three years. Each 20% interest will vest
earlier if each year’s cash and stock payments to Mexivada and $750,000
exploration expenditure investment are completed earlier than
scheduled.
All legal
and beneficial interests in the AuroTellurio Property vesting in us in 20%
increments through our performance under the Agreement will be irrevocable,
regardless of whether the Agreements is subsequently terminated.
We will
either satisfy the payment terms of the Agreement in the time frame provided,
thereby resulting in us exercising our rights to acquire up to four 20%
interests in the AuroTellurio Property (for an aggregate of 80%) or we will fail
to satisfy the payment terms and be in default of the Agreement. If
we are in default of the Agreement, Mexivada can terminate the Agreement if we
fail to cure any default within thirty (30) business days after the receipt of
notice of default. Our right to acquire any 20% interest in the
AuroTellurio Property (not already acquired) will expire if we are in default of
the Agreement and fail to cure such default within the thirty (30) business day
default cure period.
As a
condition precedent to the Closing, we must have completed a financing in which
we have raised a minimum of one million US dollars (US $1,000,000), an amount
sufficient to meet our payment obligations and our first year’s investment
obligation under the Agreement. We met that condition on December 22,
2010, when we conducted an initial closing of our private placement unit
offering in which we raised an aggregate of approximately $1.5
million.
Parties
to the Agreement also include our wholly-owned Mexican subsidiary organized to
hold the interests that we will acquire in the AuroTellurio Property, and
Compania Minera Mexivada, S.A. de C.V., Mexivada’s wholly-owned subsidiary which
currently holds title to the La Viuda Concessions.
Mexivada
and its Mexican subsidiary hold only the mineral rights in the AuroTellurio
Property, which rights were granted by the government of
Mexico. Neither Mexivada nor its Mexican subsidiary owns the real
property rights to the land underlying the La Viuda Concessions. We
expect to obtain a surface rights agreement with the landowner on whose property
the La Viuda Concessions are located to conduct our exploration program, and
obtaining this agreement is a precondition to the Closing.
Under the
terms of the Agreement, we will act as “Operator,” exclusively responsible, in
consultation with Mexivada, for carrying out and administering exploration,
development and mining work on the AuroTellurio Property. If costs of
the exploration program exceed our agreed upon $300,000 investment, we will
share additional costs with Mexivada on a proportionate share
basis. Once we have earned our full 80% interest in the AuroTellurio
Property, we will form a joint venture with Mexivada applicable to the further
development and commercialization of the AuroTellurio Property.
We expect
the Closing to take place within the next sixty days.
Item
5.06 Change in Shell Company Status.
Prior to
the execution of this Agreement, we were a “shell company” (as such term is
defined in Rule 12b-2 under the Securities Exchange Act of 1934, as
amended). We believe that as a result of the execution of this Agreement and
taking into account the activities we have undertaken in connection with our
proposed acquisition of up to an 80% interest in the AuroTellurio Property, we
have ceased to be a shell company. The material terms of the
Agreement are discussed in Item 1.01 above and incorporated into this Item 5.06
by reference.
We intend
to file with the Securities and Exchange Commission, as soon as practicable, the
current “Form 10 information” necessary to satisfy the condition contained in
Rule 144(i)(2) under the Securities Act of 1933, as amended.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press
Release dated February 15, 2011.
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.
California Gold Corp. | |||
Date: February 16, 2011 | |||
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/s/ James D. Davidson | |
Name: James D. Davidson | |||
Title: Chief Executive Officer | |||