- Current report filing (8-K)
27 April 2011 - 12:03PM
Edgar (US Regulatory)
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 26,
2011
PENGRAM CORPORATION
(Exact
name of registrant as specified in its charter)
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NEVADA
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000-52626
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68-0643436
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1200 Dupont Street, Suite 2J
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Bellingham, WA
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98225
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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
(360)
255-3436
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))
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
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ITEM 1.01
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ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
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On April 26, 2011, Pengram Corporation (the “Company”) entered
into three property agreements dated as of March 31, 2011 covering its Golden
Snow CPG and Fish Properties located in Nevada. The three properties were
previously held under a single agreement. The three new agreements are on
substantially the same terms, but allow the Company to acquire each property
independently and permit the Company to enter into agreements for joint venture
financing of exploration programs on a property-by-property basis.
The material terms of the agreements are as follows:
Golden Snow
The Golden Snow Property consists of 83 mineral claims located
in the Eureka Mining District in Eureka County, Nevada. Under the terms of the
agreement among the Company, Scoonover Exploration LLC and JR Exploration LLC
(collectively the “Golden Snow Optionors”), the Company has the right to earn a
100% undivided interest (the “Golden Snow Option”) in the Golden Snow Property
by:
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(i)
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paying to the Golden Snow Optionors advance
royalty payments as follows:
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a.
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$10,600 on or before August 28, 2011;
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b.
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$13,200 on or before August 28, 2012; and
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c.
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$15,900 on or before August 28, 2013.
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(ii)
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paying to the Golden Snow Optionors, during
the term of the option, $1,000 in connection with the delivery by the
Company to the Golden Snow Optionors of:
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a.
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a copy of a mine plan of operations in respect of the
property which is approved by the lead government agency having responsibility
for such approval; and
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b.
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a final feasibility study in respect of the property
that is approved by the Optionee’s management.
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The term of the Golden Snow Option expires August 28, 2013, but
may be extended for five years by paying $15,900 in each subsequent year. The
Company is also obligated to pay all county and BLM claim fees and Nevada state
taxes during the currency of the agreement.
The Golden Snow Property is subject to a royalty of 3% net
smelter returns upon the commencement of commercial production. At any time the
Company may reduce the royalty as follows:
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(i)
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to 1% by paying $1,000,000 to the royalty holder; or
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(ii)
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to 2% by paying $500,000 to the royalty holder.
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CPG Project
The CPG Project consists of 44 unpatented lode mining claims in
the Walker Lane of Western Nevada. Under the terms of the agreement between the
Company and Claremont Nevada Mines LLC (the “CPG Optionor”), the Company has the
right to earn a 100% undivided interest (the “CPG Option”) in the CPG Project
by:
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(i)
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paying to the CPG Optionor advance royalty payments as
follows:
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2
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a.
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$4,100 on or before August 28, 2011;
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b.
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$5,100 on or before August 28, 2012; and
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c.
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$6,200 on or before August 28, 2013.
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(ii)
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paying to the CPG Optionor, during the term
of the option, $1,000 in connection with the delivery by the Company to
the CPG Optionor of:
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a.
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a copy of a mine plan of operations in respect of the
property which is approved by the lead government agency having responsibility
for such approval; and
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b.
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a final feasibility study in respect of the property
that is approved by the Optionee’s management.
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The term of the CPG Option expires August 28, 2013, but may be
extended for five years by paying $6,200 in each subsequent year. The Company is
also obligated to pay all county and BLM claim fees and Nevada state taxes
during the currency of the agreement.
The CPG Project is subject to a royalty of 3% net smelter
returns upon the commencement of commercial production. At any time the Company
may reduce the royalty as follows:
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(i)
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to 1% by paying $1,000,000 to the royalty holder; or
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(ii)
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to 2% by paying $500,000 to the royalty holder.
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Fish Claims
The Fish Claims consists of 58 unpatented lode mining claims in
the Lone Mountain Mining District of Esmeralda County, Nevada. Under the terms
of the agreement between the Company and Claremont Nevada Mines LLC (the “Fish
Optionor”), the Company has the right to earn a 100% undivided interest (the
“Fish Option”) in the Fish Claims by:
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(i)
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paying to the Fish Optionor advance royalty
payments as follows:
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a.
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$5,400 on or before August 28, 2011;
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b.
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$6,800 on or before August 28, 2012; and
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c.
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$8,100 on or before August 28, 2013.
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(ii)
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paying to the Fish Optionor, during the term
of the option, $1,000 in connection with the delivery by the Company to
the Fish Optionor of:
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a.
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a copy of a mine plan of operations in respect of the
property which is approved by the lead government agency having responsibility
for such approval; and
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b.
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a final feasibility study in respect of the property
that is approved by the Optionee’s management.
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The term of the Fish Option expires August 28, 2013, but may be
extended for five years by paying $8,100 in each subsequent year. The Company is
also obligated to pay all county and BLM claim fees and Nevada state taxes
during the currency of the agreement.
The Fish Claims are subject to a royalty of 3% net smelter
returns upon the commencement of commercial production. At any time the Company
may reduce the royalty as follows:
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(i)
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to 1% by paying $1,000,000 to the royalty holder; or
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(ii)
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to 2% by paying $500,000 to the royalty holder.
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3
Agreement with Terrace Ventures Inc. (Golden Snow
Property)
The Company entered into an agreement with Terrace Ventures
Inc. dated April 26, 2011 (the "Earn-In Agreement"). Under the terms of the
Earn-In Agreement, Terrace will earn up to a 75% interest in the Company’s
agreement with the Golden Snow Optionors (the “Underlying Agreement”) by paying
to the Company up to $175,000 and expending up to $1,750,000 to do exploration
work on the Golden Snow Property as follows:
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(i)
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The first 25% interest in the Underlying Agreement upon
Terrace:
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a.
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paying the Company $25,000 by way of Promissory Note due
45 days from the date of the Earn-In Agreement;
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b.
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completing exploration expenditures on the Property
totalling $250,000 by July 31, 2012.
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(ii)
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An additional 25% interest in the Underlying Agreement
upon Terrace:
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a.
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paying the Company $50,000 on or before May 31,
2013;
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b.
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completing exploration expenditures on the Property
totalling $500,000 by July 31, 2013:
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(iii)
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An additional 25% interest in the Underlying Agreement
upon Terrace:
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a.
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paying the Company $100,000 on or before May 31,
2014;
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b.
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completing exploration expenditures on the Property
totalling $1,000,000 by July 31, 2014.
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Terrace is also obligated to pay all advance royalties, county
and BLM claim fees and Nevada state taxes during the currency of the Earn-In
Agreement.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
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ITEM 9.01
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FINANCIAL STATEMENTS AND
EXHIBITS
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4
SIGNATURE
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.
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PENGRAM
CORPORATION
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Date: April 26, 2011
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By:
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/s/ Richard W. Donaldson
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RICHARD W. DONALDSON
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President and Chief Executive
Officer
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5
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