Attached files
| file | filename |
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| EX-99.2 - Desert Hawk Gold Corp. | v214729_ex99-2.htm |
| EX-99.1 - Desert Hawk Gold Corp. | v214729_ex99-1.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): March 11, 2011
Desert Hawk Gold Corp.
(Exact Name of Registrant as Specified in Charter)
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NEVADA
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333-169701
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82-0230997
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(IRS Employer Identification
Number)
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7723 North Morton Street, Spokane, WA
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99208
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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: (509) 434-8161
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:
| 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 11, 2011, we entered into a Third Amendment to Investment Agreement with DMRJ Group I, LLC (“DMRJ Group”), which amended the Investment Agreement, dated as of July 14, 2010, as amended by that certain Amendment and Waiver dated as of November 8, 2010, and the Second Amendment to Investment Agreement dated February 25, 2011, (the “Investment Agreement”) pursuant to which, among other things, DMRJ Group has made available to us a senior secured term loan credit facility of up to $6,500,000. This amendment allows us to make a further request for a term loan advance under the Investment Agreement of up to $500,000 without satisfying the provisions requiring us to meet certain milestones in connection with our Kiewit properties and permitting us to use the funds for working
capital and ordinary course general corporate purposes not inconsistent with or prohibited by the Investment Agreement. DMRJ Group also waived the prepayment of interest for this advance. The advance is not deemed to be a Kiewit Advance, which means that it is not subject to the mandatory prepayment requirements under the Investment Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 11, 2011, we received a $125,000 term loan advance from DMRJ Group as described in Item 1.01 above. This loan advance is evidenced by a promissory note due not later than July 14, 2012, and bearing interest of 15% per annum from the date of borrowing. At the time we repay or prepay the advance, we are required to pay an additional amount equal to 20% of the principal amount being repaid or prepaid. Pursuant to a Security Agreement dated July 14, 2010, we have secured the repayment of any advances made by DMRJ Group with all of our assets.
An event of default will occur under the terms of the Investment Agreement if any representation or warranty made by us in the transaction documents with DMRJ Group proves to be false or misleading in any material respect, if we fail to make required payments under the loan documents, if we fail to observe the covenants made in the agreement, if a change of control occurs, if a voluntary or involuntary insolvency action is commenced, or if a change of control of our company occurs. In the case of an event of default, DMRJ Group may, upon prior written notice, terminate or suspend its commitment for further loan advances, declare the outstanding loan advances to be immediately due and payable, or exercise any other remedies legally available. Upon an event of default, the interest rate on the
outstanding principal amount increases to 25%.
On March 6, 2011, we entered into a Forbearance Agreement with DMRJ Group pursuant to which DMRJ Group agreed to forbear until April 6, 2011, from exercising its rights and remedies with respect to an event of default by virtue of our failure to make a mandatory prepayment as required under the Investment Agreement. We failed to make the mandatory prepayment to DMRJ Group on March 7, 2011, as required in the Investment Agreement. Pursuant to the Forbearance Agreement if we cure this prepayment default on or prior to April 6, 2011, no default interest will be due with respect to the period between the date of the prepayment default and April 6, 2011.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Third Amendment to Investment Agreement dated March 11, 2011
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99.2
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Forbearance Agreement dated March 6, 2011
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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.
| Desert Hawk Gold Corp. | |||
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Date: March 14, 2011
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By:
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/s/ Robert E. Jorgensen | |
| Robert E. Jorgensen, CEO | |||