UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of Earliest Event Reported): February 18, 2011
GOLD AMERICAN MINING CORP.
(f.k.a.)
SILVER AMERICA, INC.
(Exact Name of Registrant As Specified In Charter)
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NEVADA
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333-147056
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35-2302128
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File No.)
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(IRS Employee
Identification No.)
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10775 Double R Boulevard
Reno, Nevada 89521
(Address of Principal Executive Offices)
(775) 996-8200
(Issuer Telephone Number)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
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Item 1.01
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Entry into a Material Definitive Agreement.
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As previously disclosed on Gold American Mining Corp.’s (f/k/a Silver America, Inc.) (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 10, 2010 (the “Prior Report”), the Company entered into a Share Issuance Agreement (the “Agreement”) with ZUG Financing Group S.A., a corporation organized under the laws of Nevis (“ZUG”), whereby the Company has the right to require ZUG to purchase up to $7,500,000 of the Company’s securities pursuant to individually executed subscription agreements. The information set forth in the Prior Report
with respect to the Agreement is herein incorporated in its entirety.
Pursuant to the Agreement, on February 18, 2011, the Company entered into a Subscription Agreement (the “February Subscription Agreement”) with ZUG for the purchase and sale of 800,000 Units at $0.25 per Unit. Per the terms and conditions of the February Subscription Agreement, a Unit consists of one (1) share of common stock of the Company (“Share”), and one-half of a warrant (such that ZUG must purchase two Units in order to obtain one whole warrant), with each whole warrant entitling ZUG to purchase one (1) additional share of common stock at an exercise price of 150% of the Unit price, or $0.38 per Share (“Warrant”),
exercisable for a period of two (2) years from the date of the February Subscription Agreement. Gross proceeds from the issuance of the Units totaled $200,000.
The issuance of the Units is being conducted in reliance upon certain exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Act”), afforded by Regulation S promulgated thereunder.
The foregoing is qualified in its entirety by reference to the form of subscription agreement filed as Exhibit 10.1 hereto.
SECTION 3 — SECURITIES AND TRADING MARKETS
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Item 3.02
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Unregistered Sales of Equity Securities.
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The disclosure under Item 1.01 is incorporated by reference in its entirety into this Item 3.02.
On February 18, 2011, the Company entered into a Subscription Agreement (as defined above, the “February Subscription Agreement”) with ZUG for the purchase and sale of 800,000 Units at $0.25 per Unit. Per the terms and conditions of the February Subscription Agreement, a Unit consists of one (1) share of common stock of the Company (“Share”), and one-half of a warrant (such that ZUG must purchase two Units in order to obtain one whole warrant), with each whole warrant entitling ZUG to purchase one (1) additional share of common stock at an exercise price of 150% of the Unit price, or $0.38 per Share (“Warrant”),
exercisable for a period of two (2) years from the date of the February Subscription Agreement. Gross proceeds from the issuance of the Units totaled $200,000.
The issuance of the Units is being conducted in reliance upon certain exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Act”), afforded by Regulation S promulgated thereunder.
The foregoing is qualified in its entirety by reference to the form of subscription agreement filed as Exhibit 10.1 hereto.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit #
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Description
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10.1
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Form of Subscription Agreement
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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.
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GOLD AMERICAN MINING CORP.
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Dated: February 22, 2010
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By:
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Johannes Petersen
Chief Executive Officer & President
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