UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): March 29, 2010
RANGER GOLD
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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333-151419
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26-0299388
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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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2533
N. Carson St., Suite 5018
Carson City,
Nevada
(Address
of Principal Executive Offices)
89706
(Zip
Code)
(775)
888-3133
(Registrant’s
Telephone Number, Including Area Code)
_________________________________________________
(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 (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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section
– Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
On March
29, 2010, Ranger Gold Corp. (the “Registrant”) executed a property option
agreement (the “Agreement”) with MinQuest, Inc. (“MinQuest”) granting the
Registrant the right to acquire 100% of the mining interests of a Nevada mineral
exploration property currently controlled by MinQuest, a natural resource
exploration company. The property known as the Truman Property is
located in Mineral County, Nevada and currently consists of 52 unpatented claims
(the “Property”). Annual option payments and minimum annual
exploration expenditures under Agreement are as noted below:
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Property
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Work
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Payments
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Expenditures
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Upon
Execution of the Agreement
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$
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10,000
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$
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-
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By
March 29, 2011
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10,000
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50,000
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By
March 29, 2012
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20,000
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150,000
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By
March 29, 2013
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30,000
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200,000
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By
March 29, 2014
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40,000
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350,000
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By
March 29, 2015
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50,000
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200,000
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By
March 29, 2016
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50,000
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200,000
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By
March 29, 2017
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50,000
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200,000
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By
March 29, 2018
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50,000
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200,000
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By
March 29, 2019
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50,000
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200,000
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By
March 29, 2020
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150,000
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750,000
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$
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510,000
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$
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2,500,000
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Since our
payment obligations are non-refundable, if we do not make any payments under the
Agreement we will lose any payments made and all our rights to the Property. If
all said payments under the Agreement are made, then we will acquire all mining
interests in the Property. If the Registrant fails to make any
payment when due, the Agreement gives the Registrant a 60-day grace period to
pay the amount of the deficiency. MinQuest retained a 3% royalty of
the aggregate proceeds received by the Registrant from any smelter or other
purchaser of any ores, concentrates, metals or other material of commercial
value produced from the Property, minus the cost of transportation of the ores,
concentrates or metals, including related insurance, and smelting and refining
charges, including penalties.
The
Registrant may use MinQuest for its mineral exploration expertise on the
Property. Furthermore, both the Registrant and MinQuest have the right to
assign, sell, mortgage or pledge their rights in each respective Agreement or on
each respective Property. In addition, any mineral interests staked, located,
granted or acquired by either the Registrant or MinQuest which are located
within a 1 mile radius of the Property will be included in the option granted to
the Registrant.
The
Agreement will terminate if the Registrant fails to comply with any of its
obligations in the Agreement and fails to cure such alleged breach. If the
Registrant gives notice that it denies a default has occurred, the matter shall
be determined finally through such means of dispute resolution as such matter
has been subjected to by either party. The Agreement provides that all disputes
shall be resolved by a sole arbitrator under the rules of the Arbitration Act of
Nevada. The Registrant also has the right to terminate the Agreement by giving
notice to MinQuest.
For all
the terms and provisions of the Agreement and Promissory Note, reference is
hereby made to such documents annexed hereto as Exhibit 10.1. All
statements made herein concerning the foregoing are qualified in their entirety
by reference to said exhibits.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits:
Exhibit
No.
Description
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10.1
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Truman
Property Option Agreement dated March 29, 2010, by and between MinQuest
Inc. and Ranger Gold Corp.
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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.
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Ranger
Gold Corp.
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(Registrant)
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By:
/s/ Gurpartap Singh Basrai
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Name:
Gurpartap Singh Basrai,
Title:
President, Chief Executive Officer, Treasurer, Secretary and
Director
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Date: March
29, 2010
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