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EX-10.1 - EXHIBIT 10.1 MINERAL CLAIM PURCHASE AGREEMENT - AMERICAN BATTERY METALS CORPf8k060816_ex10z1.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): June 1, 2016



Oroplata Resources, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-55088

 

33-1227980

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification Number)



11209 Brockway Road, Suite 302

Truckee, CA 96161

(775) 772-8679

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

 




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


On June 1, 2016, Oroplata Resources, Inc., a Nevada corporation (the “Company”), entered into Mineral Claim Purchase Agreement (the “Agreement”) with Plateau Ventures LLC., a Utah corporation (“PVL”).  Pursuant to the Agreement, PVL will sell to the Company the title to five hundred (500) lithium mineral claims situated in Railroad Valley in the Western Nevada Basin of Nye County, Nevada (the “Claims”).


Purchase Price: As consideration for the sale of the Claims, the Company shall:


(i)

on or before June 15, 2016,  issue sixteen million (16,000,000) shares of common stock to PVL or its designee(s);


(ii)

on or before June 30, 2016, pay PVL one hundred thousand dollars ($100,000); and


(iii)

pay PVL a royalty equal to two percent (2%) of the Net Smelter Returns (“NSR”) from the production or sale of Minerals from the Property.  The Royalty may be reduced to one percent (1%) of NSR with payment of one million dollars ($1,000,000) to PVL at any time prior to commencement of commercial production.


Expenditures:  The Company shall incur expenditures on or with respect to the Claims as follows:


(i)

on or before July 31, 2016,  seventy thousand, five hundred dollars ($77,500), or $155 per claim, to the US Bureau of Land Management; and


(ii)

annual claim maintenance fees as applicable.


The foregoing summary description of the terms of the Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Agreement, this reference is made to such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by this reference.


ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION


The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.


ITEM 3.02 - UNREGISTERED SHARES OF EQUITY SECURITIES


The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.


The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.


ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits

 

Exhibit No.

Description of Exhibit

10.1

Mineral Claim Purchase Agreement by and between Plateau Ventures LLC. And Oroplata Resources, Inc. dated June 1, 2016






SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

  

  

  

  

Oroplata Resources, Inc.

   

Date:  June 7, 2016 

 /s/ Craig Alford

 

  

 Craig Alford, Chief Executive Officer