Attached files
| file | filename |
|---|---|
| EX-99.1 - EXH991 - Golden Matrix Group, Inc. | exh99_1.htm |
| EX-10.1 - EXH101 - Golden Matrix Group, Inc. | exh10_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): October 26,
2009
Source Gold
Corp.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-153881
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N/A
|
|
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
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100-11245 Valley Ridge Dr. N.W. , Calgary, Alberta
Canada
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T3B 5V4
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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: 403-922-8562
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___________________________________________________
(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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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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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[
]
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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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SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
On
October 26, 2009, we entered into an agreement (the “Agreement”) with Thunder
Bay Minerals, Inc. (“Thunder Bay”) under which were granted an option to acquire
an undivided 50% interest in 19 mineral claims located north of Thunder Bay,
Ontario, Canada (the “Claims”). In consideration of the 50% interest
in the Claims, we agreed as follows:
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§
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to
pay $110,000 (CDN) to Thunder Bay with $50,000 (CDN) of that amount due
upon execution of the Agreement before commencing due diligence of the
Claims and the balance of $60,000 (CDN) on or before December 1,
2009;
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§
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to
incur $500,000 (CDN) in Expenditures on the Claims before December 31,
2010 and $500,000 in Expenditures on the Claims before December 31, 2011;
and
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§
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to
issue 2,000,000 shares of our common stock to the shareholders of Thunder
Bay within 30 days of Closing the
transaction.
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Under the
Agreement, Thunder Bay will act as operator and define the nature of and execute
all exploration programs and subsequent phases of development on the
Claims.
If we are
able to pay the consideration for the Claims (as set forth above), we will be
entitled to a 50% interest in the Claims, which are currently subject to a 3%
Net Smelter Royalty in favor of James Wheeler, President of Thunder Bay. In the
event we acquire an interest in the Claims, we and Thunder Bay have further
agreed to enter into a joint venture agreement for further exploration and
development of the Claims. The joint venture agreement shall be
substantially the form attached hereto as Exhibit 99.1.
The
foregoing is not a complete summary of the terms of the Agreement in this Item
1.01, and reference is made to the complete text of Agreement attached hereto as
Exhibit 10.1.
SECTION
3 – SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 of this Current Report on Form 8-K that
relates to the unregistered sales of equity securities is incorporated by
reference into this Item 3.02.
The
common stock to be issued under the Agreement was offered in reliance on the
exemption from registration afforded by Regulation S promulgated under the
Securities Act of 1933, as amended.
2
Item
9.01 Financial
Statements and Exhibits
Exhibit Description.
Number
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.
Source
Gold Corp.
/s/Harry
Bygdnes
Harry
Bygdnes
President,
Director
Date:
October 27, 2009