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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) April 19, 2013
TUNGSTEN CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-54342 98-0583175
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1671 Southwest 105 Lane, Davie, Florida 33324
(Address of principal executive offices) (Zip Code)
(954) 476 4638
(Registrant's telephone number, including area code)
N/A
(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
Effective as of April 19, 2013, Nevada Tungsten Holdings Ltd. ("NTH"), a
wholly-owned subsidiary of Tungsten Corp. (the "Company"), entered into a
purchase agreement (the "Agreement") with Monfort Ventures Ltd. ("Monfort"),
pursuant to which NTH will acquire title to certain unpatented pacer mining
claims located in Custer County, Idaho (the "Property") upon issuance by the
Company of 3,000,000 shares of its common stock to Monfort (the "Shares").
Upon the commencement of operations of a producing mine on the Property and
the production of mineral products therefrom, the Property will be subject to a
net smelter returns royalty of 3%. For purposes of the Agreement, "net smelter
returns" means the net proceeds paid to NTH from the sale by NTH of minerals
mined and removed from the Property after deducting certain expenses as
specified in the Agreement. At any time after execution of the Agreement, NTH
may acquire one percent (1%) of the net smelter royalty from Monfort for Five
Hundred Thousand Dollars ($500,000) and thereafter, may acquire another
additional one percent (1%) of the net smelter royalty from Monfort for One
Million Dollars ($1,000,000).
The foregoing description of the terms and conditions of the Agreement and
the transactions contemplated thereunder that are material to the Company and
NTH does not purport to be complete and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is attached hereto
as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In connection with the Agreement, the Company issued the Shares to Monfort
as consideration for the purchase of the Property as described in Item 1.01
above.
None of the Shares were registered under the Securities Act or under the
securities laws of any state in the United States. The transaction was exempt
from the registration provisions of the federal securities laws pursuant to the
exemption provided by Section 4(2) of the Securities Act and Regulation D, Rule
506 and comparable exemptions for sales to "accredited" investors under state
securities laws. The Shares may not be offered or sold in the United States
absent registration under the Securities Act or an applicable exemption from
such registration requirements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
Number Description
------ -----------
10.1 Purchase Agreement, dated as of April 19, 2013, by and between Nevada
Tungsten Holdings Ltd., and Monfort Ventures, Ltd.
2
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.
TUNGSTEN CORP.
/s/ Guy Martin
-------------------------------------
Guy Martin
President, Chief Executive Officer,
Treasurer, Secretary, Chief Financial
Officer and Director
Date: April 22, 2013
