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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: July 22, 2011
(Date of earliest event reported)
AMERILITHIUM CORP.
(Exact name of registrant as specified in its charter)
Nevada 333-155059 61-1604254
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Suite 200
871 Coronado Center Drive
Henderson, NV 89052
(Address of principal executive offices (zip code)
702-583-7790
(Registrant's telephone number, including area code)
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):
___ 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
MidSouth Capital, Inc.
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On July 22, 2011, the registrant entered into a letter engagement with
MidSouth Capital, Inc. to act as a non-exclusive financial advisor,
investment bank and placement agent on a best efforts basis.
MidSouth agrees to introduce the registrant to certain potential
investor candidates. Upon written request from the registrant,
MidSouth may designate independent counsel to prepare the appropriate
documents, including subscription and escrow agreement, with regard to
the terms of any financial transactions and the closing thereof. The
registrant is responsible for any and all reasonable expenses
associated with the offering and the closing documents, escrow and
escrow agent. However incurrence of all such expenses shall require
the prior written consent for those expenses from the registrant.
If, within the two year period commencing on the date hereof, the
investor candidate , singly or with others, purchases debt or equity
securities of, or loans money to the registrant, the registrant will
pay MidSouth within three business days upon after any such
transaction under the following terms below:
Cash Compensation Fees: A success fee for debt and/or equity
capital raised by the MidSouth on behalf of the registrant shall be
subject to the following fee structure:
a. 10% of the amount for any capital raised
A success fee which shall be the identical terms as in Section II(i)
of the aggregate consideration except as further defined in (iii) and
(iv) of the agreement, received by registrant from any transaction
closed, including multiple successive transactions, with an investor
candidate or a strategic candidate (or upon closing a transaction with
a covered party, including multiple successive transactions, within
twelve months after the termination date), which amount will be paid
when the registrant receives the proceeds from the transaction.
Restricted Stock: Additionally, the registrant agrees to grant
MidSouth 50,000 shares of restricted stock per every $100,000 raised
for a period of two (2) years.
Magee Geophysical Services LLC
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On July 27, 2011, the registrant entered into a geophysical service
agreement with Magee Geophysical Services LLC Contractor. Magee agreed
to conduct during the approximate period of August, 2011, a gravity
survey over an area specified by the registrant over the Clayton Deep
Prospect in Esmeralda County, Nevada.
The registrant will compensate Magee at the following rates for the
requested work:
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Gravity Data Acquisition.......................... $ 1350/operator/day
The gravity survey is expected to take a maximum of 8 chargeable days
including mobilization and demobilization.
Magee will prepare and deliver to registrant an invoice for services
rendered at the completion of the survey. The registrant agreed that
Magee will be paid within 30 days following the date of the invoice.
Magee will provide workers compensation insurance covering Magee's
employees. Magee's activities related to this project will be covered
under Magee's general liability and vehicle liability insurance.
Certificates of Insurance for general liability insurance, automobile
liability insurance, and workers compensation insurance will be
provided upon request.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10-1 MidSouth Capital, Inc. letter agreement dated
July 22, 2011
Exhibit 10-2 Geophysical Service Agreement
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.
Dated: July 22, 2011
AMERILITHIUM CORP.
By: /s/Matthew Worrall
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Name: Matthew Worrall
Title: Chief Executive Officer