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including area code (877) 539-6109
(Former name or former
address, if changed since last report.)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy
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provisions (see general instruction A.2. below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17
[ ] Soliciting
material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR
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pursuant to Section 12(b) of the Act: Not applicable.
Indicate by check mark
whether the registrant is an emerging growth company as defined in
Rule 405 of the Securities Act of 1933 (§230.405 of this chapter or
Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2
of this chapter).
Emerging growth company
an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
In this Current Report,
references to “Joshua Gold Resources,” the “Company,” “we,” “our,”
“us” and words of similar import refer to Joshua Gold
Resources Inc., the Registrant.
This Current Report contains
certain forward-looking statements, and for this purpose, any
statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as “may,” “will,” “expect,”
“believe,” “anticipate,” “estimate,” “continue” or comparable
terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks
and uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are not within our
control. These factors include, among others, but are not
economic conditions generally in Canada, the United
States and internationally, and in the markets and industries in
which we have and may participate in the future;
competition within our chosen markets and industries;
business and growth strategies.
We believe that it is important to
communicate our future expectations to investors and shareholders.
However, there may be events in the future that we are not able to
accurately predict or control, including uncertainties and events
that may cause our actual results to differ materially from the
expectations we have described in our forward-looking statements.
Except as required by law, we undertake no obligation to update
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. All forward-looking
statements should be considered in light of our reports and
registration statements filed in the Edgar Archives of the United
States Securities and Exchange Commission.
Item 1.01 Entry into a Material
On December 27, 2019, Joshua
Gold Resources executed an Agreement with four sellers
(collectively, the “Sellers” and each a “Seller”), each of whom
owned a 25 percent interest in certain leased property located in
the Davis Township in northern Ontario, Canada, known by the name
“King Solomon’s Mines” (the “Property”), by which the Company
purchased all of the Sellers’ interest in the Property, in exchange
for 8 million “unregistered” and “restricted” shares of the
Company’s common stock together with a two percent net smelter
royalty. Under the terms of the Agreement, the Sellers also
granted to the Company the option to purchase 50 percent of this
net smelter royalty for 2 million Canadian dollars, exercisable at
A copy of the Agreement is
attached hereto as Exhibit 10 and is incorporated herein by
reference. The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by
reference to the exhibit hereto.
Item 7.01 Regulation FD
On January 15, 2020, the Company disseminated
a press release with respect to its purchase of the Property as
outlined under the heading “Entry into a Material Definitive
Agreement” above. See Item 9.01, Exhibit 99.
The information contained in
this Item 7.01 and in Exhibit 99 is being furnished, and
shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to liability under such Section 18.
Furthermore, the information
contained in this
Item 7.01 and in Exhibit 99 shall not be deemed to be
incorporated by reference into our filings under the Securities Act
of 1933, as amended (the “Securities Act”), or the Exchange
Item 9.01 Financial Statements and
Agreement for the purchase
of the Property
Press release dated January
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the Registrant has duly caused
this Current Report to be signed on its behalf by the undersigned
hereunto duly authorized.
JOSHUA GOLD RESOURCES
January 15, 2020
/s/ Benedetto Fuschino
President and Chief Executive