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): December 31, 2012
COLORADO GOLD MINES, INC.
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(Name of Small Business Issuer in its charter)
Nevada 333-174872 68-0681435
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
3896 Ruskin Street, Las Vegas, NV 89147
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (702) 553-5308
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(Former name or former address if changed since last report)
Check 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)
[X] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On December 31, 2012 the Company entered into an Option Agreement with
Global Resources Search Group, Inc. The agreement granted the Company an option
to purchase 12 unpatented mining claims and one mill site claim located in Clark
County, Nevada (the "Property").
In consideration for the Option Agreement, the Company issued to Global
8,000,000 shares of preferred stock. Each preferred share entitles the holder to
40 votes on any matter which the Company's shareholders are entitled to vote and
is convertible at any time, at the option of the holder, into four shares of the
Company's common stock;
In order to exercise the option, the Company will have to: (i) pay Global
$500,000 by January 31, 2013; (ii) raise $2,500,000 by June 30, 2013; and (iii)
spend $2,500,000 on mining exploration and development on the Property by
December 31, 2014. Upon exercise of the option, Global will convey a 100%
interest in the Property to the Company, but will retain a 5% net smelter return
in any production from the Property.
At the present time the Property is undeveloped and has no proven reserves.
Item 3.02. Unregistered Sale of Equity Securities.
See Item 1.01 of this report.
The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 in connection with the issuance of the preferred stock
referred to in Section 1.01 of this report. The holder of the preferred shares
was a sophisticated investor and was provided full information regarding the
Company prior to the transaction. No Commission or other payment was made in
connection with the issuance of the preferred stock. The shares of preferred
stock are restricted securities as that term is defined in Rule 144 of the
Securities and Exchange Commission.
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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.
Date: January 7, 2013 COLORADO GOLD MINES, INC.
By: /s/ William Lundy
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William Lundy, Chief Executive
Officer
