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 1934
Date of Report (date of earliest event reported): August 29, 2011
VARCA VENTURES, INC.
(Exact name of registrant as specified in charter)
Nevada | 333-166548 | 98-0658381 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
23 Kincora Grove NW
Calgary, Alberta, Canada T3R 0A4
(Address of principal executive offices)
403-452-8809
(Issuer's Telephone Number)
Copies to:
Kristen A. Baracy, Esq.
Synergy Law Group, LLC
730 West Randolph Street, Suite 600
Chicago, IL 60661
Phone: 312-454-0015 - Fax: 312-454-0261
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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
VARCA VENTURES INC.
Current Report on Form 8-K
August 29, 2011
Item 8.01
Other Events
On August 29, 2011, Varca Ventures, Inc., a Nevada corporation (the Company), entered into a non-binding letter of intent (the Letter of Intent) to merge with Wildcat Mining Corporation, a Nevada corporation (Wildcat), through an exchange of shares of common stock of Wildcat for shares of common stock, par value $0.0001 per share, of Varca (the Transaction). Upon completion of the Transaction, Varca will be the surviving corporation and will change its name to Wildcat Mining Corporation.
The Letter of Intent contemplates that at the closing of the Transaction (the Closing), shares of Common Stock of Varca will be issued to the shareholders of Wildcat who will surrender and transfer ownership of their shares to Varca. The share exchange will be on a one-for-one basis. Upon Closing, all of the issued and outstanding capital stock of Wildcat will be owned and held by Varca. A condition to Closing will be the completion of a private placement and sale of securities by Wildcat pursuant to which Wildcat will receive net proceeds of at least $750,000.
The Letter of Intent contemplates that the Closing shall take place no later than September 15, 2011, and the Letter of Intent will terminate automatically upon the Closing or September 15, 2011, unless earlier terminated by mutual written agreement of the parties.
FORWARD-LOOKING STATEMENTS
The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements regarding the proposed Transaction and its terms. These forward-looking statements involve risks and uncertainties, including the risk that the proposed Transaction will not be completed on the terms described in this report, if at all. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports the Company files with the Securities and Exchange Commission. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.
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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.
VARCA VENTURES, INC.
August 29, 2011 |
By: /s/ Nadeem Lila |
Name: Nadeem Lila | |
Title: President and CEO |
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