Attached files
| file | filename |
|---|---|
| EX-23.1(I) - CONSENT OF MALONE BAILEY LLP - Lode-Star Mining Inc. | exhibit_23-1i.htm |
| EX-10.1 - AMENDED INVESTMENT AGREEMENT BETWEEN CRANE CREEK, INC. AND THE COMPANY DATED OCTOBER 20, 2015 - Lode-Star Mining Inc. | exhibit_10-1.htm |
| EX-5.1 - OPINION OF SONFIELD & SONFIELD - Lode-Star Mining Inc. | exhibit_5-1.htm |
| EX-3.2 - BYLAWS OF LODE-STAR MINING INC. - Lode-Star Mining Inc. | exhibit_3-2.htm |
As
filed with the Securities and Exchange Commission on November 4,
2016
Registration No.
33-213622
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LODE-STAR
MINING INC.
(Exact
name of registrant in its charter)
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Nevada
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1041
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47-4347638
|
|
(State
or other jurisdiction of
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(Primary
Standard Industrial Classification
|
(I.R.S.
Employer Identification Number)
|
|
incorporation
or organization)
|
Code
Number)
|
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13529 Skinner Road, Suite N
Cypress, TX 77429-1775
(832) 371-6531
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive
offices)
Mark Walmesley
Chief Executive Officer
13529 Skinner Road, Suite N
Cypress, TX 77429-1775
Telephone: (832) 371-6531
Email: markw@lode-starmining.com
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Copies
of communications to:
Robert
L. Sonfield, Jr., Esq.
Sonfield & Sonfield
2500 Wilcrest Drive, Suite 300
Houston, Texas 77042
Telephone: (713)877-8333
Facsimile: (713)877-1547
Email: robert@sonfield.com
Approximate date of
commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If any of the
securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.
☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act of
1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
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Smaller
reporting company
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☒
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(Do not
check if a smaller reporting company)
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|
|
|
1
EXPLANATORY
NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 of
Lode-Star Mining, Inc. (File No. 333-213622) is an exhibits-only
submission to file a corrected Exhibit 3.2 and amended Exhibit
10.1. Accordingly, this Amendment No. 1 consists only of the facing
page, this explanatory note, Part II of the Registration Statement,
including the signature page, the exhibit index, Exhibit 3.2 (The
original Exhibit 3.2 inadvertently included the bylaws of our
former wholly owned subsidiary that was incorporated for the
purpose of completing a name change from International Gold Corp.
to Lode-Start Mining Inc.), Exhibit 5.1, Exhibit 10.1 and Exhibit
23.1(i) filed herewith. The Prospectus and the financial statements
included therein are unchanged and have therefore been omitted from
this filing.
2
PART II — INFORMATION NOT REQUIRED IN THE
PROSPECTUS
Item 13. Other expenses of issuance and distribution.
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Accounting fees and
expenses
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$2,500
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Legal fees and
expense
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$20,000
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Blue Sky fees and
expenses
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$0
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Miscellaneous and
SEC filing fee
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$5,000
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Total
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$27,500
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All
amounts are estimates. We are paying all expenses of the offering
listed above.
Item 14. Indemnification of directors and officers.
Under
our Articles of Incorporation, we may indemnify an officer or
director who is made a party to any proceeding, including a
lawsuit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. The
company may advance expenses incurred in defending a proceeding. To
the extent that the officer or director is successful on the merits
in a proceeding as to which he is to be indemnified, we must
indemnify him against all expenses incurred, including
attorney’s fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably
incurred in defending the proceeding, and if the officer or
director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted
by the laws of the State of Nevada.
The
above-described provisions relating to the exclusion of liability
and indemnification of directors and officers are sufficiently
broad to permit the indemnification of such persons in certain
circumstances against liabilities arising under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors and officers and
to persons controlling us pursuant to the foregoing provisions, we
have been informed that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable.
Item 15. Recent sales of unregistered securities.
Set forth below is information regarding securities sold by us
within the past three years that were not registered under the
Securities Act:
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Date of Sale
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Title of Security
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Number Sold
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Consideration Received and Description of Underwriting or Other
Discounts to Market Price or Convertible Security, Afforded
toPurchasers
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Exemption from Registration Claimed
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If Option, Warrant or Convertible Security, terms of exercise
orconversion
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11/19/2015
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Common
Stock
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1,469,825
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Consulting
services
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Section
4(2)
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11/19/2015
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Common
Stock Warrant
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3,336,060
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Consulting
services
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Section
4(2)
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$0.02
price per share, 5 year term with cashless exercise
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01/09/2015
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Common
Stock
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573,000
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Debt
conversion of $24,696
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Conversion
at $0.05
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01/09/2015
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Common
Stock
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41,000
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Debt
conversion of $1,767
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Conversion
at $0.05
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01/09/2015
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Common
Stock
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535,000
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Debt
conversion of $26,750 and interest
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Conversion
at $0.05
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The above securities were not registered under the Securities Act.
These securities qualified for exemption under 3(a)9 of the
Securities Act. We made this determination based on the
representations of the investors, which included, in pertinent
part, that such shareholders were not a “U.S. person”
as that term is defined in Rule 902(k) of Regulation S under the
Act, and that such shareholders were acquiring our common stock,
for investment purposes for their own respective accounts and not
as nominees or agents, and not with a view to the resale or
distribution thereof, and that the shareholders understood that the
shares of our common stock may not be sold or otherwise disposed of
without registration under the Securities Act or an applicable
exemption therefrom.
Item 16. Exhibits and financial statement schedules
(a)
Exhibits. We have filed the
exhibits listed on the accompanying Exhibit Index of this
Registration Statement.
(b)
Financial Statement
Schedules. All financial statement schedules are omitted
because the information called for is not required or is shown
either in the consolidated financial statements or in the notes
thereto.
3
Item 17. Undertakings.
Undertaking
Required by Item 512 of Regulation S-K.
(a) The
undersigned registrant hereby undertakes:
(1) to
file, during any period in which it offers or sells securities are
being made, a post-effective amendment to this Registration
Statement to:
(i)
include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)
reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii)
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this rule do not apply if the registration statement
is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement; and
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do
not apply if the registration statement is on Form S-3 or Form F-3
and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement, or is contained in a form
of prospectus filed pursuant to Rule 424(b) that is not part of the
registration statement.
(2) For
determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering.
(3)
File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the
offering.
(4) For
determining liability of the registrant under the Securities Act to
any purchaser in the initial distribution of the securities, the
registrant undertakes that in a primary offering of securities of
the registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the registrant
will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the registrant relating to
the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or
on behalf of the registrant or used or referred to by the
registrant;
(iii)
The portion of any other free writing prospectus relating to the
offering containing material information about the registrant or
its securities provided by or on behalf of the registrant;
and
(iv)
Any other communication that is an offer in the offering made by
the registrant to the purchaser.
(b)
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
4
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Houston, Texas, on November 4, 2016.
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Lode-Star Mining Inc.
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By: /s/
Mark Walmesley
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Mark
Walmesley
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Chief
Executive Officer, President, Treasurer, Principal Executive
Officer, Principal Financial and Accounting Officer and
Director.
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Pursuant
to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
Mark Walmesley
Mark
Walmesley
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Chief
Executive Officer, President, Treasurer, Principal Executive
Officer, Principal Financial and Accounting Officer and
Director.
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November
4, 2016
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Exhibit No.
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Description
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3.1
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Articles
of Incorporation of Lode-Star Mining Inc. (1)
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3.2
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Bylaws
of Lode-Star Mining Inc.
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5.1
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Opinion
of Sonfield & Sonfield
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10.1
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Amended
Investment Agreement between Crane Creek, Inc. and the Company
dated October 20, 2015
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10.2
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Registration
Rights Agreement dated August 22, 2016 by and between Lode-Star
Mining Inc. and Crane Creek, Inc., LLC. (1)
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23.1(i)
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Consent
of Malone Bailey LLP
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23.1(ii)
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Consent
of Morgan and Company LLP (1)
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23.2
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Consent
of Sonfield & Sonfield (included in Exhibit 5.1)
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1)
Incorporated herein
by reference: included as an identically numbered Exhibit to our
report on Form S-1, file on September 14, 2016.
5