- Current report filing (8-K)
June 18 2010 - 6:02AM
Edgar (US Regulatory)
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 reported)
June 17, 2010
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SOLTERA MINING CORP.
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(Exact name of registrant as specified in its chapter)
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Nevada
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000-51841
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00-0000000
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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10 Cromwell Place, London, United Kingdom
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SW7 2JN
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
303 800 5752
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n/a
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(Former name or former address, if changed since last report)
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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 CFR230.425)
[ ] 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))
INFORMATION TO BE INCLUDED IN REPORT
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 9, 2010 Soltera Mining Corp. entered into an agreement with Goldlake Italia S.p.A. (the “
Financing Agreement
”) with the intention and objective of both parties to co-operate in the re-start of the alluvial exploitation operation and the subsequent completion of the
exploration and resources definition plan for Soltera’s El Torno Project.
Pursuant to the terms of the Financing Agreement, Goldlake has agreed to provide $1.5 million in financing to Soltera for the following purposes:
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a)
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to maintain the property licence option (US$200,000);
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b)
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to restructure Soltera’s corporate finance (US$400,000);
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c)
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to re-start the alluvial gold production on Soltera’ El Torno Project (US$600,000); and
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d)
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to undertake initial test work on the major gold targets on the El Torno Project (US$300,000).
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The funding will be provided in tranches, as required, and for each tranche Goldlake will be issued units at US$0.10 per unit. Each unit will consist of one restricted common share in the capital of Soltera and one non-transferable share purchase warrant. Each warrant will entitle Goldlake to purchase two additional restricted
common shares at a price of US$0.15 per share exercisable from six months to two years from completion of payment of the first tranche of financing.
Goldlake has agreed to provide the first tranche of financing (US$300,000) before June 30, 2010. The first tranche will be used to maintain the property licence and to start restructuring Soltera’s corporate finance. The second tranche (US$100,000) is to be paid before October 31, 2010 and will be used for test
work on the alluvial gold and major gold targets on the El Torno Project. The third tranche (US$1,100,000) is to be paid before June 30, 2011 and will be used to complete the objectives listed above, in particular, to commence alluvial gold production. Goldlake has the right to opt out of tranches two and three.
Any revenue that becomes available from the alluvial gold operation will be used to primarily to fund the rental/purchase agreement, exploration of the major gold targets, and operating expenses.
See Exhibit 10.22 – Financing Agreement for more details.
Item 5.01. Changes in Control of Registrant.
Pursuant to the terms and conditions of the Financing Agreement there may be a change in control.
If Goldlake provides all three tranches, and assuming Goldlake exercises all of its the share purchase warrants and no other shares are issued, Goldlake will own 45 million restricted shares in the capital of Soltera, which will represent 38.8% of the issued and outstanding shares in the capital of Soltera at that time.
Currently, Fabio Montanari, the CEO of Soltera, owns 34,700,000 shares, which represents 49.0 % of the issued and outstanding shares of common stock in the capital of Soltera. If Goldlake acquires the 45 million shares, and assuming Mr. Montanari does not acquire or sell any other shares and no other shares are issued, then Mr.
Montanari’s beneficial ownership would decrease to 30.0% of the issued and outstanding shares of common stock in the capital of Soltera at that time.
Item 7.01. Regulation FD Disclosure.
Limitation on Incorporation by Reference
: In accordance with general instruction B.2 of Form 8-K, the information in this report, including Exhibit 10.22, is furnished under Item 9 and pursuant to Regulation FD, and will not be deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as will be expressly set forth by specific reference in such filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
The information contained in Exhibit 10.22 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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10.22
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Financing Agreement dated June 9, 2010 between Soltera Mining Corp. and Goldlake Italia S.p.A.
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Included
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Soltera Mining Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.
SOLTERA MINING CORP.
Dated
: June 17, 2010 By:
/s/
Fabio Montanari
Fabio Montanari – CEO & Director
Exhibit 10.22
AGREEMENT
RELATING TO THE SHARE CAPITAL INCREASE OF
SOLTERA MINING CORP
SOLTERA MINING CORP
(hereinafter
“Soltera”
)
and
GOLDLAKE ITALIA S.p.A.
(hereinafter
“GOLDLAKE”
)
(each a
”Party”
and collectively the
”Parties”
)
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Objective
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It is the intention and objective of both SOLTERA MINING CORP (
“SOLTERA”
) and the GOLDLAKE ITALIA S.p.A. (
“GOLDLAKE”
) to cooperate in the re-start of the eluvial exploitation operation and the subsequent
completion of the exploration and resources definition plan for the Soltera Mining sites in the El Torno project, Argentina (
“Exploration”
).
INCAS MINERALS S.A. (fully owned by SOLTERA MINING CORP.), has option and agreement with Mr. Antonio Agustin Giulianotti and Manuel Bernal Mateo on concession: El Torno Nord (089-B-1996), El Torno Sur (090-B-1996), Mina Manolo (064-B-1996), Mina Despreciada (127-G-1997) and Mina Palca Ingenio (255-S-1949), with balances
and documents as sent to GOLDLAKE.
FABIO MONTANARI, as President and CFO of Soltera Mining Corp., declares and guarantees that SOLTERA MINING CORP. and Incas Mineral, until 31
st
May 2010, have no debts or liabilities save for:
i) not more than 80,000.00 US$ of debts of Soltera Mining Corp towards third parties and
ii) no more than an aggregate of 70,000 US$ of debts that Soltera and Incas Mineral have towards Fabio Montanari and
iii) no more than an aggregate of 313,000.00 US$ of debts of Soltera, for salary unpaid, towards Fabio Montanari, Kevan Ashworth, and Carlton Parfitt.
c) Soltera’s share capital is represented by n. 70.834.473 ordinary shares all fully paid in, n. 1.968.070 outstanding warrants, and no preferred or other kind of shares or financial instruments have been issued. No other share subscription rights of any kind are outstanding.
d) Soltera owns, directly or indirectly, the entire share capital of Incas Mineral, no preferred or other kind of shares or financial instruments have been issued. No share subscription rights of any kind are outstanding.
e) Incas Mineral has only the assets, liabilities, rights and obligations disclosed in writing to GOLDLAKE
FABIO MONTANARI declares and guarantees all documents sent to GOLDLAKE are true and correct copies of the originals and are not superseded or modified
.
The above capital increase will be used to achieve the following:
1.
maintain the property licence option $200k
2.
restructure Soltera’s corporate finance $400k
3.
restart the eluvial gold production $600k
4.
undertake initial test work on the major gold targets $300k
The purpose of these premises to the agreement is to summarize the envisaged method of cooperation in restructuring the ownership, corporate financing and activities of Soltera.
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Objective
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·
To maintain the licence rental/purchase option agreement over El Torno for the next year.
·
Funding requirement USD200k.
Soltera has an option agreement with the mineral title holder over 78 km
2
of the El Torno area which requires annual rental payments. These annual payments will be subtracted from any final purchase payment should Soltera wish to buy-out the mining
property.
The required payment for the next year is USD200K payable on 30
th
June 2010
.
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2. CORPORATE FINANCE RESTRUCTURING
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Objective
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·
To return Soltera to the NASDAQ Bulletin Board and prepare the way for listing on a major exchange.
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Funding requirement USD400k.
Soltera was reduced to the NASDAQ Pink sheets in October 2008 because the company accounts were filed late for three successive quarters due to administrative problems in Vancouver. A British Columbian Cease Trade Order was put in place in 2009 for the same reasons following the N.I 51.101 rules.
Soltera wishes to return to the Bulletin Board at the earliest possible time and then move to list on a more substantial stock market such as Toronto or AIM (London). The initial requirement is to file all outstanding accounts with the SEC.
The funding requirement of USD400k is required in order to cover the costs of accountants, auditors, lawyers and SEC fees, and also repay some advances made by the management to keep the company operating.
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3. GOLD PRODUCTION
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Objective
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Evaluation of the reserves on surface (eluvial) gold.
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Evaluation on the utilization, modification and /or substitution of actual plant
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Funding requirement about USD600k.
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Funding will be required accordingly with new exploration plan that will be discussed in Board of Directors, after an additional analysis in fourth quarter of 2010 about reserves and plant engineering.
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4. TESTWORK ON MAJOR GOLD TARGETS
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Objective
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·
Obtain exploration test work data on the major gold targets that, assuming positive results, will justify additional fund raising.
·
Funding requirement USD300k.
Six potential open pit target areas have been identified by Soltera’s geochemical surveys and further exploration will concentrate on these areas. They appear to contain numerous small gold-bearing quartz veins that, when mined together with the country rock, could supply very large tonnages averaging more than 1 gpt gold. There appears
to be virtually no overburden (waste) and they are therefore well suited as targets for major open-pit gold operations.
The initial objective is to test for gold in the upper 100 m of the target areas, and this will include the rich part of the main vein where it passes through prospective areas. The work will therefore commence with geophysical prospecting followed by a programme of diamond drilling over the main anomalous areas. We
anticipate that at least two shallow diamond drill angle holes into the gold-bearing vein system will be located next to existing PUMA drill holes in order to check the previous analytical data.
A total of US$300k has been allocated for major gold exploration, but substantially additional funding will be required given positive results from the initial exploration data. Any such future programme will include geophysical surveys and deeper drilling to test the rich vein mineralization.
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CONCLUSIONS
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The exploration for major deposits and evaluating the eluvial material can be carried out at the same time over a period of
12
months if funding is made available. At the end of this period, the elluvial gold production should be in full swing and the exploration results
should be sufficient to make a strong case for further investment.
Furthermore, the company will be preparing to list on a major exchange and have no debts or immediate licence payments.
The payment schedule required is essentially, USD300k in June and the remaining accordingly to exploration plan and exploitation plan developed by Board of Directors but within 1 year from the signing of the agreement.
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Shareholders’ Value
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The Parties will seek to increase and realize the shareholder value of Soltera.
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CORPORATE FINANCE PROPOSAL
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Capital Increase
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The Parties agree a progressive capital increase by Goldlake, with an increase of:
1.
US$300k at a share issue price of 10 US$c/share before 30
th
June 2010 (the “
First
Tranche”
)
Goldlake will maintain the exclusive option right to subscribe independently the remaining two portions of the Capital Increase as follows:
2.
US$100k at a share issue price of 10 US$c/share before 31
st
October 2010 (the “
Second
Tranche
”);
3.
US$1.100k at a share issue price of 10 US$c/share before 30
th
June 2011 (the “
Third
Tranche
”).
Goldlake will have no liability towards Soltera or its shareholders in case it does not subscribe the second or the third part of the Capital Increase
.
The destination of capital increase will be used exclusively for:
1.
US$200k paid as of 30th June for the payment of the option expense to the current owner.
2.
US$400k for restructuring the corporate finance of Soltera using, as for US$100k, the remaining amount of the First Tranche.
3.
US$600k for ramping up the gold operations on the eluvial section of the property. The proceeds of the Second Tranche (US$ 100.000,00) capital will be used for exploration.
4.
US$300k to initiate the major ore body exploration campaign and fund any possible contingency
Should revenue become available from the eluvial gold operation, it shall primarily be used to fund the rental/purchase payment, exploration expenses and miscellaneous expenses of INCAS MINERALS.
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Subsequent Capital Increase
Governance
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Each share issued will provide GOLDLAKE with warrants to subscribe two shares at 0,15 US$ for share. The warrants will be exercisable 6 months to 2 years from completion of the first capital increase. The final aim is let GOLDLAKE reach relative majority (over Montanari and Ashworth jointly) at the end of the total increase in share capital
From the date of the signature of this agreement, GOLDLAKE has the possibility of appointing 1 member on the Board of Directors of SOLTERA MINING CORP and of INCAS MINERAL S.A.; from the date of completion of the US$ 1.500.000,00 increase GOLDLAKE has the right to appoint other 2 members on the Board of Directors of SOLTERA MINING CORP
and of INCAS MINERAL S.A., one of which Vice President (on a total of 5 directors) and INCAS MINERAL S.A. (on a total of 5 directors).
Fees that are not paid to current Directors are crystallized at May 31, 2010 (Goldlake may require to pay in shares). New Directors on Goldlake’s side will be appointed by board of Directors of Goldlake.
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Prior Understanding
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This Term Sheet and related transaction documents supersede all prior understandings and agreements, whether written or oral, and constitute the entire agreement between the Parties hereto relating to the transactions provided for herein.
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Reservations
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This Agreement is construed as a firm engagement of a Party to the respective other Party.
Each of the transactions contemplated herein is subject to the compliance with any applicable law, rule and regulation, including the rules and regulations of any competent authority and/or stock exchange.
The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not affect its illegality, validity or enforceability under the law of any other jurisdiction or provision.
If any provision of this Agreement is or becomes illegal, invalid or unenforceable, in whole or in part, the remaining provisions will nevertheless be and remain valid and subsisting and the said remaining provisions will be construed as if this Agreement had been executed without the illegal, invalid or unenforceable portion.
If any provision of this Agreement is or becomes illegal, invalid or unenforceable, in whole or in part, the Parties agree to change the Agreement without change the sense or the substance of the Agreement according to the Regulatory Authorities.
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TIME LINE
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Upon signing this Agreement, the Parties agree that the Capital Increase shall be immediately resolved upon and offered to Goldlake so that it will be entitled to subscribe the First Tranche paying an aggregate price of US$300,000, of which US$200,000 will be used to pay the acquisition option.
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BINDING CLAUSES
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All clauses are contractual and binding upon the Parties:
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Applicable Law
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This Agreement is governed exclusively by United Kingdom law. Place of venue is London.
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We hereby acknowledge the terms and conditions outlined in the above Agreement
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Dated at Gubbio the 9
th
day of June 2010
Soltera Mining Corp GOLDLAKE
ITALIA
Fabio Montanari
Giuseppe Colaiacovo
President CEO
/s/ Fabio Montanari
/s/
Giuseppe Colaiacovo
Kevan Ashworth
Director
/s/ Kevan Ashworth