Attached files
| file | filename |
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| EX-10.3 - FORM OF REGISTRATION RIGHTS AGREEMENT. - HK BATTERY TECHNOLOGY INC | v201274_ex10-3.htm |
| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT; - HK BATTERY TECHNOLOGY INC | v201274_ex10-1.htm |
| EX-10.2 - FORM OF WARRANT; AND - HK BATTERY TECHNOLOGY INC | v201274_ex10-2.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): October 29, 2010
NEVADA
GOLD HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-1369203
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20-3724068
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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1640
Terrace Way
Walnut
Creek, CA 94597
(Address
of principal executive offices, including zip code)
(925)
938-0406
(Registrant's
telephone number, including area code)
Not
applicable
(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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
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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This
report and its exhibits contain “forward-looking statements.” All
statements other than statements of historical facts included in this report and
its exhibits, including without limitation, statements regarding our financial
position, estimated working capital, business strategy, the plans and objectives
of our management for future operations and those statements preceded by,
followed by or that otherwise include the words “believe,” “expects,”
“anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,”
“objective,” “should,” or similar expressions or variations on such expressions
are forward-looking statements. We can give no assurances that the assumptions
upon which the forward-looking statements are based will prove to be correct.
Because forward-looking statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or implied by the
forward-looking statements. There are a number of risks, uncertainties and other
important factors that could cause our actual results to differ materially from
the forward-looking statements, including, but not limited to, our inability to
obtain adequate financing, insufficient cash flows and resulting illiquidity,
our inability to expand our business, government regulations, lack of
diversification, volatility in the price of gold, increased competition, results
of arbitration and litigation, stock volatility and illiquidity, and our failure
to implement our business plans or strategies.. For further
information about the risks we face, see “Risk Factors” in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2009.
Except
as otherwise required by the federal securities laws, we disclaim any obligation
or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this Report to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
2
Item
1.01 Entry into a Material Definitive Agreement.
On
October 29, 2010, Nevada Gold Holdings, Inc. (the “Company”) agreed to issue
warrants (“Consultant Warrants”) to purchase 1,500,000 shares of common stock,
par value $0.001 per share, of the Company (the “Common Stock”) to RAM Partners,
S.A. (“Consultant”) as consideration for Consultant’s ongoing support of the
Company and the Company’s financing efforts since late 2008. The
Company and Consultant agreed that the Consultant Warrants shall have
substantially the same form and terms as the Warrants issued in the Offering (as
such terms are defined below).
Item
3.02 Unregistered Sales of Equity Securities.
On
October 29, 2010, the Company held a closing of its private placement offering
(the “Offering”) for a total of 32,991,164 units of its securities (the “Units”)
to institutional and accredited investors and non-U.S. persons for aggregate
gross proceeds of $3,299,116.40, at an offering price of $0.10 per Unit. Each
Unit consists of (i) one share of Common Stock, and (ii) a warrant to purchase
one share of Common Stock at an exercise price of $0.10 per share (the
“Warrants”). The Warrants will be exercisable from issuance until five years
after the final closing of the Offering.
Of the
gross proceeds received by the Company in the initial closing of the Offering,
$3,025,000 consisted of cash consideration, $154,116.40 came from the conversion
of principal and interest amounts of outstanding promissory notes, and $120,000
represented the discharge of certain accounts payable. The Company
plans to apply the net proceeds of the Offering to explore for gold at its
property in northern Nevada and to determine if it contains gold deposits that
can be mined at a profit, as well as possibly to acquire future exploration
prospects, and for general working capital purposes. (Our property is
not known to contain gold which can be mined at a profit, and there can be no
assurance that a commercially exploitable gold deposit will be found on our
property. We have not identified any other specific prospects at this
time.)
The
Company has agreed, pursuant to a Registration Rights Agreement, to use its
commercially reasonable efforts to file a registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), covering the shares
of Common Stock included in the Units and the shares of Common Stock issuable
upon exercise of the Warrants, within 75 days after the final closing of the
Offering and to have such registration statement declared effective within 180
days of such final closing date. The Company is required to keep the
registration statement effective until the earlier of one year from the date the
registration statement is declared effective or until all of the registrable
securities may be sold under Rule 144 during any 90 day period.
The
Company has also granted certain “piggyback” registration rights covering the
shares of Common Stock included in the Units and the shares of Common Stock
issuable upon exercise of the Warrants.
The
Company entered into agreements to pay placement agents and/or finders
(collectively, “Finders”) cash fees of up to 10% of the purchase price of each
Unit sold in the Offering to investors introduced to the Company by the relevant
Finder (the “Introduced Investors”), and to issue each such Finder five-year
warrants (the “Finder Warrants”) exercisable at $0.10 per share to purchase a
number of shares of Common Stock equal to up to 10% of the shares of Common
Stock included in the Units sold in the Offering to the Introduced
Investors. As a result of the sales of the Units in this closing, we
have paid and/or become obligated to pay an aggregate of approximately $29,912
of fees to Finders and have issued and/or become obligated to issue Finder
Warrants to purchase an aggregate of 299,116 shares of Common
Stock.
3
The offer
and sale of the Units and the securities contained therein were exempt from the
registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof and Regulation D and/or Regulation S promulgated thereunder, as
transactions by an issuer not involving a public offering. The
purchasers of the securities represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof, and appropriate legends were affixed to the
certificates issued in such transactions. All purchasers of the
securities represented and warranted, among other things, that they were
accredited investors within the meaning of Regulation D and/or non-U.S. persons
within the meaning of Regulation S, that they had the knowledge and experience
in financial and business matters necessary to evaluate the merits and risks of
an investment in the Company and had the ability to bear the economic risks of
the investment, and that they had adequate access to information about the
Company.
Far East
Golden Resources Investment Limited, a Hong Kong limited liability company
(“FEGRI”), and a wholly owned subsidiary of Hybrid Kinetic Group Limited, an
exempt company incorporated in Bermuda with limited liability, purchased
30,000,000 of the Units issued at the closing for $3,000,000.
The
Company has agreed with FEGRI to increase the size of its Board of Directors to
seven members, and FEGRI is entitled to nominate four reasonably qualified
candidates to fill the vacancies created thereby. As of the date
hereof, no nominees of FEGRI have joined NGHI’s Board of Directors. The
Company intends, as soon as practicable, to file with the Securities and
Exchange Commission (the “Commission”), and transmit to all holders of record of
securities of the Company who would be entitled to vote at a meeting for
election of directors, the information required by Rule 14f-1 under the
Securities Exchange Act of 1934.
Immediately
following the initial closing of the Offering, FEGRI beneficially owned 88.4% of
the Company’s outstanding Common Stock (calculated as set forth in Rule 13d-3
under the Securities Exchange Act of 1934, as amended), based on its holding
30,000,000 shares of Common Stock and Warrants (that are currently exercisable)
to purchase 30,000,000 shares of Common Stock, and based on 37,851,862 shares of
Common Stock outstanding.
Item
5.01 Changes in Control of Registrant
The
information in Item 3.02 above regarding FEGRI, its purchase of Units and the
agreement with FEGRI with respect to the election of directors of the Company is
incorporated herein by reference. The source of funds used by FEGRI
to purchase the Units was its working capital.
4
There are no other
arrangements known to the
Company the operation of which may at a
subsequent date result in a change in control of the Company.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following Exhibits are being filed with this Report.
In
reviewing the agreements included as exhibits to this Report, please remember
that they are included to provide you with information regarding their terms and
are not intended to provide any other factual or disclosure information about
the Company or the other parties to the agreements. The agreements may contain
representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and:
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·
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should
not be treated as categorical statements of fact, but rather as a way of
allocating the risk to one of the parties if those statements prove to be
inaccurate;
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·
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have
been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the
agreement;
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·
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may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors;
and
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·
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were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent
developments.
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Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found in the Company’s other public
filings, which are available without charge through the SEC’s website at http://www.sec.gov.
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Exhibit
Number
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Description
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10.1
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*
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Form
of Subscription Agreement between the Company and each subscriber in the
Offering
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10.2
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*
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Form
of Warrant included in the Units
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10.3
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*
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Form
of Registration Rights Agreement between the Company and the subscribers
in the
Offering
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5
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.
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Nevada
Gold Holdings, Inc.
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Date: November
5, 2010
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By:
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/s/ David Rector
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Name:
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David
Rector
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Title:
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Chief
Executive Officer
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and
President
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