- Current report filing (8-K)
May 07 2009 - 4:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) April 30, 2009
AFFINITY
GOLD CORP.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-142890
|
26-4152475
|
(State
or other jurisdiction
of
incorporation
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
7950
Main Street, Suite 217
Maple
Grove, MN
|
55311
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code
763-424-4754
N/A
(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 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
CRF 240.13e-4(c))
|
ITEM
1.01. Entry into a Material Definitive Agreement
As
previously reported, on March 2, 2009, Affinity Gold Corp. (the “Company”)
entered into an asset purchase agreement (the “Asset Purchase Agreement”) with
AMR Project Peru, S.A.C.(“AMR”), a Peruvian corporation, whereby the Company
agreed to pay US$200,000 and to issue 12,000,000 shares of common stock of the
Company to AMR as consideration for the acquisition of the mining concession
title named “AMR Project” covering 500 hectares and the physical mining
concession certificate as evidenced by Certificate No. 7996-2006-INACC-UADA
granted to AMR by the Republic of Peru, National Institute of Concessions and
Mining Cadastre on December 11, 2006, including all improvements, structures and
equipment on and used by AMR on such mining concession rights (collectively, the
“Mining Concession Rights”), which Mining Concession Rights are located in the
Inambari River Basin of Puno, Peru.
The
closing of the Asset Purchase Agreement was to be held on April 30, 2009 (the
“Closing Date”), or on such earlier or later Closing Date as may be agreed to in
advance and in writing by each of the Company and AMR, with any extension of the
Closing Date being a maximum of 14 days per extension.
However,
on April 30, 2009, the Company and AMR entered into an Amendment Agreement (the
“Amendment Agreement”), whereby the parties have decided to amend the
arrangement by changing the structure of the arrangement from an asset purchase
agreement to a share exchange agreement resulting in AMR becoming a wholly owned
subsidiary of the Company upon closing of the share exchange
agreement. In addition, under the Amendment Agreement, the Company
and AMR agreed to terminate the Asset Purchase Agreement so it will no longer
have any force and effect.
The
foregoing description of the Amendment Agreement does not purport to be complete
and is qualified in its entirety by reference to the Amendment Agreement, which
is attached hereto as Exhibit 10.1, and which is incorporated herein by
reference.
ITEM
3.02. Unregistered Sale of Equity Securities
On April
30, 2009, Affinity Gold Corp. (the “Company”) issued 285,060 shares of common
stock of the Company to 2 individuals due to the closing of the Company’s
private placement at $0.50 per share for total gross proceeds of
$142,530. The Company believes that the two issuances are exempt from
registration under Regulation S promulgated under the Securities Act as the
securities were issued to the individuals through offshore transactions which
were negotiated and consummated outside of the United States.
Item
8.01. Other Events
Pursuant
to Form 8-K, General Instructions F, registrant hereby incorporates by reference
the press releases attached hereto as Exhibit 99.1 and 99.2.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.1
|
|
Amendment
Agreement between Affinity Gold Corp. and AMR Project Peru, S.A.C., dated
April 30, 2009
|
|
|
|
99.1
|
|
News
release dated April 22, 2009
|
|
|
|
99.2
|
|
News
release dated May 6,
2009
|
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:
May 7, 2009
AFFINITY
GOLD CORP.
|
|
|
By:
|
/s/ Corey Sandberg
|
Name:
|
Corey
Sandberg
|
Title:
|
Secretary
and Director
|
Affinity Gold (CE) (USOTC:AFYG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Affinity Gold (CE) (USOTC:AFYG)
Historical Stock Chart
From Jul 2023 to Jul 2024