Current Report Filing (8-k)
14 Januar 2022 - 10:54PM
Edgar (US Regulatory)
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0001319643
2022-01-14
2022-01-14
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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): January
14, 2022
LODE-STAR MINING INC.
(Exact name of registrant as specified in its charter)
Nevada
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000-53676
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47-4347638
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1 East Liberty Street, Suite 600
Reno, NV
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89501
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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: (775) 234-5443
Former name or former address, if changed since last
report: N/A
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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
On January 14, 2022, Lode-Star Mining Inc. (the “Company”)
entered into a settlement and termination agreement (the “Settlement Agreement”) with Lode Star Gold, Inc., a private Nevada
corporation and the former controlling shareholder of the Company (“LSG”), in order to terminate the mineral option agreement
between the parties dated October 4, 2014, as amended on October 31, 2019 (together, the “Option Agreement”).
Pursuant to
the Option Agreement, the Company acquired the sole and exclusive option to earn up to an 80% undivided interest in and to
those mineral claims owned by LSG and located in the State of Nevada known as the Goldfield Bonanza Project (the “Property”).
On December 11, 2014, the Company acquired a 20% undivided interest in and to the Property by issuing 35,000,000 shares of its common
stock to LSG. In order to earn the additional 60% interest in the Property (which was separated into two tranches of 30%), the Company
was required to complete certain actions including the following:
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paying LSG an aggregate of $10 million in cash from the Property’s
mineral production proceeds in the form of a NSR royalty;
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paying LSG all accrued and unpaid penalty payments under the original Option Agreement;
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repaying to LSG (i) all loans, advances or other payments made by LSG to the Company and (ii) all expenditures
on the Property funded by or on behalf of LSG until the date on which certain payments had been completed; and
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·
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funding all expenditures on the Property until certain payments had been completed.
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The Settlement
Agreement provides for the immediate termination of the Option Agreement (with the exception of certain standard provisions that will
survive according to their terms); the forgiveness by LSG of all amounts owing by the Company to LSG thereunder, which includes approximately
$2.224 million in accrued, unpaid penalty and other payments; and the return to LSG of the Company’s 20% undivided interest in
and to the Property. The Settlement Agreement also includes a broad mutual release.
Importantly,
LSG is not required to surrender any portion of the 35,000,000 shares of the Company’s common stock that LSG previously received
in consideration for selling the Company its initial 20% interest in and to the Property.
The foregoing
description of the Settlement Agreement includes a summary of all the material provisions but is qualified in its entirety by reference
to the complete text of the Settlement Agreement included as Exhibit 10.9 to this report and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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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.
Dated: January 14, 2022
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LODE-STAR MINING INC.
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By:
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/s/ Mark Walmesley
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Mark Walmesley
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President, Chief Executive Officer, Chief Financial Officer, Director
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Lode Star Mining (PK) (USOTC:LSMG)
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