Attached files
| file | filename |
|---|---|
| EX-10.3 - Standard Metals Processing, Inc. | v196482_ex10-3.htm |
| EX-10.2 - Standard Metals Processing, Inc. | v196482_ex10-2.htm |
| EX-99.1 - Standard Metals Processing, Inc. | v196482_ex99-1.htm |
| EX-10.1 - Standard Metals Processing, Inc. | v196482_ex10-1.htm |
| EX-10.4 - Standard Metals Processing, Inc. | v196482_ex10-4.htm |
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 7, 2010
STANDARD
GOLD, INC.
(Exact
name of registrant as specified in its charter)
Colorado
(State or
other jurisdiction of incorporation)
|
000-14319
|
84-0991764
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
80
South Eighth Street, Suite 900
Minneapolis,
MN 55402
(Address
of principal executive offices) (Zip Code)
(612)
349-5277
(Registrant’s
telephone number, including area code)
(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.
(a)
Agreement with US American Exploration Inc.
Effective
September 7, 2010, Standard Gold, Inc. (the “Registrant”) and US American
Exploration Inc. (“USAE”) approved an option agreement (the “Option Agreement”),
which specifies terms and conditions by which the Registrant may acquire an
interest in the Rex Gold Mine project (“Rex”) located in La Paz County,
Arizona.
In order
for the Registrant to acquire an irrevocable ten percent (10%) joint venture
interest, all of the following must occur as described in the Option Agreement:
the Registrant must provide $2,000,000 for expenditures that must begin within
five months and be completed within 23 months and has paid the initial $100,000
non-refundable fee.
Additionally,
the Registrant can increase its ownership in the joint venture to 40% by
providing an aggregate $60,000,000 (with offsets from prior expenditures) and
then to 55% with additional funding and/or net smelter royalties. These
interests will be subject to pre-existing net profits interests.
The above
summary of the Option Agreement is qualified by reference to the actual text of
the Option Agreement, which is filed herewith as Exhibit 10.1 and incorporated
herein by reference. Attached hereto as Exhibit 99.1 is a press release filed by
the Registrant on September 13, 2010 with respect to the announcement of
the Rex Gold Mine project.
(b)
Promissory Note with Stephen E. Flechner
Effective September 7, 2010, the
Registrant issued a promissory note payable to Stephen E. Flechner, who
currently serves as the Registrant’s President, in the principal amount of
$25,000 with a maturity date of November 30, 2010 and bearing 5% interest (the
“Flechner Note”), which was utilized as partial payment for the $100,000
non-refundable fee described above for the Rex Option Agreement.
In
addition to the interest payment due under the Flechner Note, the Registrant has
arranged for a guaranty (described below) and has granted Mr. Flechner a 0.375%
(thirty seven and one half percent of one percent) net smelter return royalty
payable quarterly from the Registrant’s share of production from the
Rex.
The above
summary of the Flechner Note is qualified by reference to the actual text of the
Flechner Note, which is filed herewith as Exhibit 10.2 and incorporated herein
by reference.
(c)
Promissory Note with an un-affiliated shareholder
Effective
September 7, 2010, the Registrant issued a promissory note payable to an
un-affiliated shareholder in the principal amount of $50,000 with a maturity
date of November 30, 2010 and bearing 5% interest (the “$50,000 Note”), which
was utilized as partial payment for the $100,000 non-refundable fee described
above for the Rex Option Agreement.
In
addition to the interest payment due under the $50,000 Note, the Registrant has
arranged for a guaranty (described below) and has granted the lender a 0.625%
(sixty two and one half percent of one percent) net smelter return royalty
payable quarterly from the Registrant’s share of production from the
Rex.
The above
summary of the $50,000 Note is qualified by reference to the form of the $50,000
Note, which is filed herewith as Exhibit 10.3 and incorporated herein by
reference.
(d)
Personal Guaranties provided by Stephen D. King
Pursuant
to the Flechner and $50,000 Notes described above, Stephen D. King, who
currently serves as the Registrant’s Chief Executive Officer and as a board
member, provided personal guaranties for the repayment of these Notes. In
exchange for the guaranties, the Registrant issued a 1% (one percent) net
smelter return royalty payable quarterly from the Registrant’s share of
production from the Rex pursuant to the terms of the guaranty (the “Guaranty
& NSR Agreement”).
The above
summary of the personal guaranties is qualified by reference to the actual text
of the Guaranty & NSR Agreement, which is filed herewith as Exhibit 10.4 and
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits.
|
EXHIBIT
|
DESCRIPTION
|
|
|
10.1
|
Option
Agreement between the Registrant and US American Exploration Inc, dated
September 7, 2010.
|
|
|
10.2
|
Promissory
Note of the Registrant, dated September 7, 2010, in the principal amount
of $25,000 issued in favor of Stephen Flechner.
|
|
|
10.3
|
Form
of Promissory Note of the Registrant in the principal amount of
$50,000.
|
|
|
10.4
|
Guaranty
& NSR of Stephen D. King, dated September 7, 2010.
|
|
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99.1
|
|
Press
Release dated September 13, 2010.
|
SIGNATURE
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.
|
STANDARD
GOLD, INC.
|
||
|
Date: September
13, 2010
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By:
|
/s/
Stephen D. King
|
|
Stephen
D. King
|
||
|
Chief
Executive
Officer
|
||