SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 13, 2012
JOSHUA GOLD RESOURCES INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2368 Lakeshore Rd. W, Suite 300
Oakville, Ontario, Canada
(Address of principal executive offices)
Registrants telephone number, including area code: (877) 354-9991
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))
Entry into a Material Definitive Agreement.
On December 13, 2012 (the “Effective Date”), Joshua Gold Resources Inc. (the "Company") entered into a Mineral Property Acquisition Termination Agreement (the "Termination Agreement") with 2214098 Ontario Ltd. ("Ontario Ltd."; Company and Ontario Ltd. are collectively referred to herein as the Parties), pursuant to which the Parties agreed to terminate, effective as of the Effective Date at 11:59 p.m., that certain Mineral Property Acquisition Agreement (the Acquisition Agreement) entered into between the Parties on December 23, 2010.
Under the Acquisition Agreement, Ontario Ltd. agreed to sell and Company agreed to purchase the Property (as such term is defined in the Acquisition Agreement) pursuant to the terms and conditions contained therein. A copy of the Acquisition Agreement was attached as an exhibit to the Companys Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 23, 2010.
In accordance with the terms and conditions of the Termination Agreement, Company agreed to surrender and return the Property to Ontario Ltd. and neither Company nor Ontario Ltd. shall have any further liability for performance or payment of any kind under the Acquisition Agreement.
It was not in the Companys economic interest to move forward under the Acquisition Agreement after evaluating the claims underlying the Property. The termination has not given rise to any penalties against the Company.
The description of the Termination Agreement above is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 and incorporated in this Item 1.01 by reference.
Termination of a Material Definitive Agreement.
The disclosure required by this Item 1.02 is included in Item 1.01 and is incorporated herein by reference.
Completion of Acquisition or Disposition of Assets.
The disclosure required by this Item 2.01 is included in Item 1.01 and is incorporated herein by reference.
Financial Statements and Exhibits.
Termination Agreement entered into by and between Company and Ontario Ltd. on December 13, 2012.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Joshua Gold Resources Inc.
Date: December 18, 2012
/S/ Benjamin Ward
President, CEO and Director