Attached files
| file | filename |
|---|---|
| EX-10.1 - LETTER OF INTENT DATED MARCH 30, 2011 - TRESORO MINING CORP. | exhibit10-1.htm |
| EX-99.1 - NEWS RELEASE DATED APRIL 4, 2011 - TRESORO MINING CORP. | exhibit99-1.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) March 28,
2011
MERCER GOLD
CORPORATION
(Exact name of registrant as specified in its
charter)
| Nevada | 000-52660 | 20-1769847 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation) | Identification No.) |
| 1620-200 Burrard Street, Vancouver, BC | V6C3L6 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 604 681
3130
N/A
(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:
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[
] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
2
| Item 3.02 | Unregistered Sales of Equity Securities. |
On April 4, 2011 we issued 14,000,000 shares of our common stock to two persons, including a director of our company, as settlement of outstanding shareholder loans. We issued 1,200,000 shares of common stock to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 and 12,800,000 shares of common stock to one U.S. person (as that term as defined in Regulation S of the Securities Act of 1933), relying on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On March 28, 2011, Rahim Jivraj resigned as President and Chief Executive Officer of our company and James Stonehouse was appointed President and Chief Executive Officer. Rahim Jivraj remains a director of our company.
On March 28, 2011, Devinder Randhawa resigned as a director of our company.
There are no family relationships between any of our directors and officers.
| Item 7.01 | Regulation FD Disclosure |
On March 30, 2011, we entered into a Letter of Intent with VCS Mining Inc. wherein we have expressed our intent to acquire a 100% interest in mining claims owned by VCS Mining and its subsidiaries. The acquisition is conditional upon the completion of a definitive agreement.
On April 4, 2011, we issued a news release announcing the entering into of a letter of intent for the acquisition of 717 sq. km of gold, copper and silver prospects in Haiti, including the Morne Bossa gold deposit property. We also announced the resignations of Devinder Randhawa as a director and the resignation of Rahim Jivraj as President and CEO of our company. James Stonehouse has been appointed as President and CEO.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Letter of Intent dated March 30, 2011 |
| 99.1 | News Release dated April 4, 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.
MERCER GOLD CORPORATION
| /s/ Rahim Jivraj | |
| Rahim Jivraj | |
| Director | |
| April 6, 2011 |