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 event reported)
September
9, 2011
ALL AMERICAN GOLD
CORP.
(Exact name of registrant as specified in its
charter)
Wyoming
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000-54008
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26-0665571
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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700 North High School Road, Suite 203,
Indianapolis, Indiana
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46214
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
317.926.4653
___________________________________________________
(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 CFR 240.13e -4(c))
Item 1.01 Entry into a Material Definitive Agreement
On September 9, 2011 we entered into an option agreement (the
TAC Agreement) with TAC Gold Inc. (TAC) in regards to the acquisition of a
15% interest in a mineral exploration property known as the Iowa Canyon
property, located in Lander County, Nevada. TAC holds an underlying option
agreement from Minquest Inc. (Minquest) to acquire a 100% interest in the
property pursuant to a Mineral Property Option Agreement dated April 6, 2010, as
amended on April 6, 2011 (collectively the Underlying Option Agreement). In
consideration of the 15% interest in the Iowa Canyon property, we have paid to
TAC the sum of $50,000 concurrently with the execution and delivery of the
agreement and are obliged to pay an additional $50,000 within 60 days of the
execution and delivery of the agreement in order to avoid default.
Pursuant to the terms of the TAC Agreement, we have assumed 15%
of the obligations of TAC under the Underlying Option Agreement with Minquest.
These obligations include:
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Making payments in the aggregate amount of $39,000 in annual periodic
payments ranging from $4,500 to $10,500, through the seventh anniversary of
the Underlying Option Agreement.
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Incurring exploration expenditures in the minimum aggregate amount of
$300,000 in annual amounts ranging from $30,000 to $75,000, through the
seventh anniversary of the Underlying Option Agreement.
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Reimbursing TAC in cash in an amount equal to 15% of the weighted average
trading price multiplied by the number of TAC shares that are issued to
Minquest pursuant to the Underlying Option Agreement. TAC is required to make
share issuances in the aggregate of 825,000 shares to Minquest under the terms
of the Underlying Option Agreement from time to time over the term of the
agreement. The common shares of TAC are listed for trading on the Canadian
National Stock Exchange.
Pursuant to TAC Agreement we will also have the option to
acquire an additional 25% interest in the Iowa Canyon property by paying an
additional $3,000,000 to TAC no later than 60 days prior to the expiry of the
one year anniversary of the agreement. If this additional option is exercised,
we will assume the following obligations of TAC under its Underlying Option
Agreement with Minquest:
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Making payments in the aggregate amount of $96,500 in annual installments
ranging from $4,500 to $28,000, through the seventh anniversary of the
Underlying Option Agreement .
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Incurring exploration expenditures in the aggregate amount of a minimum of
$750,000 in annual amounts ranging from $30,000 to $200,000, through the
seventh anniversary of the Underlying Option Agreement.
If the additional option is not exercised within the above time
period, TAC has until one year following our acquisition of the15% interest to
repurchase that interest by reimbursing to us the costs of any exploration
expenditures and the dollar value of the share considerations incurred plus
10%.
Iowa Canyon Project
The property is located in Lander County, Nevada in Sections
25, 26, 35 and 36, Township 23 North, Range 44 East, and Sections 19, 30 and 31,
Township 23 North, Range 45 East; approximately 30 miles southeast of the Cortez
Hills deposit and 20 miles southwest of the Cove-McCoy mine at the south end of
the Carico Lake Valley. It is easily accessible via paved highways, gravel roads
and dirt roads. The Iowa Canyon property consists of 155 unpatented mining
claims covering about 5 square miles. Several small internal claims groups of
foreign ownership exist within the claim boundaries, but do not impact the
majority of the targets.
The area has documented historic production of fluorite,
turquoise and placer gold. Exploration for barite, molybdenum and disseminated
gold is relatively new, occurring within the past 20 years. Recent exploration
efforts have discovered multiple episodes of precious metals mineralization over
a district-wide scale (nine square miles). Gold is hosted in a variety of rock
types including silicified Tertiary volcanic and volcanoclastic sediments,
quartz veins, quartz stockwork zones, carbon-rich Paleozoic sediments, and as
jasperoid replacements of lower plate calcareous sediments. The host rocks are
structurally prepared, permeable andor adjacent to dikes and sills that acted
as conduits for mineralizing fluids. Late stage mineralization in the form of
gold-silver-arsenic-antimony-mercury is zoned outward from a porphyritic quartz
monzonite stock of late Cretaceous age. The stock is responsible for early stage
molybdenum-tungsten-fluorite and gold mineralization. Gold and molybdenum are
also disseminated within possible Eocene age felsic to mafic dikes and sills
associated with northeast and northwest trending faults.
Previous work conducted in the 1980s and 90s by Echo Bay,
Hemlo Gold, North Mining, Rio Algom and Carlin Mining identified gold and silver
bearing zones within upper and lower plate sediments and Tertiary tuffs and
conglomerates. Lower plate rocks believed to be Hanson Creek Formation have been
encountered in both outcrop and in drilling on the north, east and west portions
of the project.
Historic Activity
Modern gold exploration was initiated in the early 1980s when
Marathon Oil identified the Chem Hill prospect. Mines Management leased the
project in 1985 from Marathon and drilled 20 holes, 15 of which were on Chem
Hill. Echo Bay leased the project from Mines Management in 1990 and drilled an
additional 12 holes attempting to expand the resource. This work expanded the
footprint of the mineralized zone. Kennecott, through a grubstake with Brancote
Minerals U.S. identified gold and silver mineralization hosted in upper and
lower plate sediments south of the Echo Bay discovery. After Kennecott pulled
out of the project, Hemlo Gold acquired the southern portion of the property
exploring the area from 1992 to 1996. During this period Hemlo personnel
identified at least 8 areas of anomalous gold through detailed mapping,
collection of 1200 rock samples, 700 soil samples and 130 stream samples. This
program culminated in seventeen widely spaced RC drill holes for a total of
12,140 feet. Although no significant resource was identified, anomalous to ore
grade gold was intersected in 5 of the 17 holes. During this same period North
Mining leased and drilled the Chem area. Eighteen holes were completed for a
total of 9,045 feet. Norths holes were widely spaced within the pediment around
Chem Hill. The drilling identified several areas of covered alteration and
mineralization. Carlin Gold drilled an additional 12 holes for 6,212 feet,
testing three areas within the pediment. Significantly, five holes with
anomalous gold drilled by Carlin were all located along the northwest trend
between Chem Hill and Jasperoid Hill within the confines of the companys
property position.
Item 5.02 Appointment of Certain Officers and Directors;
Departure of Certain Officers and Directors
On September 14, we received the resignation of Ma Cheng Ji as
a director of the Corporation. Mr. Mas resignation was not the result of any
disagreements with the Company regarding its operations, policies, practices or
otherwise but rather as a result of the Corporation no longer being involved in
operations in China and other personal and business reasons.
As of the date of this periodic report, our Board of Directors
is comprised of Messrs. Brent Welke and Dr. Gaspar R. Gonzalez.
Item 9.01 Financial Statements and Exhibits
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.
ALL AMERICAN GOLD CORP.
/s/ Brent
Welke
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Brent Welke
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President, Secretary, CEO and Director
Date: September 15, 2011
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