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| EX-99.1 - PRESS RELEASE DATED MARCH 26, 2014. - Shoshone Silver/Gold Mining Co | exh99-1.htm |
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 27, 2014 (March 25, 2014)
SHOSHONE SILVER/GOLD MINING COMPANY
(Exact name of registrant as specified in its charter)
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Idaho
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000-31184
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82-0304993
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(State or other jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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5968 N. Government Way #305
Coeur d'Alene, Idaho 83815
(Address of principal executive offices and Zip Code)
(843) 715-9504
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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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SHOSHONE SILVER/GOLD MINING COMPANY
Form 8-K
Current Report
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ITEM 1.01
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Entry into a Material Definitive Agreement
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On March 25, 2014, Shoshone Silver/Gold Mining Company, an Idaho corporation (the “Company”) completed the purchase of the Gray Eagle Mine (“Gray Eagle Mine”) located in Siskiyou County, California. On February 6, 2014, the Company entered into a Purchase and Sale Agreement with Independence Resources Corp., pursuant to which the Company agreed to purchase the Gray Eagle Mine, which consists of 294 acres with eight patented mining claims and certain equipment located on the property, in exchange for Thirty Million (30,000,000) restricted shares of the common stock of the Company.
ITEM 3.02 Unregistered Sales of Equity Securities
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
ITEM 7.01 Regulation FD Disclosure
On March 26, 2014, the Company issued a press release announcing the acquisition of the Gray Eagle Mine property. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Limitation on Incorporation by Reference.
In accordance with General Instruction B.2 of Form 8−K, the information in this Form 8−K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press release dated March 26, 2014.
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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.
Dated this 27th day of March, 2014.
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SHOSHONE SILVER/GOLD MINING COMPANY
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BY:
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HOWARD CROSBY
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Howard Crosby
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Chief Executive Officer
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