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Date of Report (Date of earliest event reported) November 15, 2013 |
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AFFINITY GOLD CORP.
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Nevada (State or other jurisdiction of incorporation |
333-142890 (Commission File Number) |
26-4152475 (IRS Employer Identification No.) |
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13570 Grove Dr., #310
(Address of principal executive offices) |
55311 (Zip Code) |
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Registrant's telephone number, including area code 763-424-4754 |
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N/A (Former name or former address, if changed since last report) |
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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 CRF 240.13e-4(c))
Item 3.02 Unregistered Sale of Equity Securities
Effective November 27, 2013, Affinity Gold Corp. (the "Company") issued 30,250,000 shares of common stock (each a "Share") of the Company to seven individuals and three entities due to the closing of the Company's private placement at $0.01 per share for total gross proceeds of $302,500. In connection with the issuance of the Shares, the Company relied on the exemptions from registration under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), provided by Rule 506 of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act with respect to five individuals and three entities, and Regulation S promulgated under the U.S. Securities Act with respect to two individuals, based on representations and warranties provided by the purchasers of the Shares in the subscription agreements entered into between the purchasers and the Company.
Item 8.01 Other Events
On November 15, 2013, the Company issued a press release about its change of listing status on the OTCMarkets.com and now being listed as "OTC Pink Limited Information." A copy of the press release is attached as Exhibit 99.1 hereto.
On November 19, 2013, the Company issued a press release about taking an additional step towards further increasing its transparency to shareholders, potential investors and market professionals by sponsoring Real-Time Level 2 Quotes on its underlying security (Symbol: "AFYG") via OTCMarkets.com. A copy of the press release is attached as Exhibit 99.2 hereto.
On November 20, 2013, the Company issued a press release that under its strategic joint venture relationship with Corizona Mining Partners, LLC to develop a portfolio of near-term production and producing precious mineral assets in Peru it has entered into a letter of intent on a producing silver and lead mine located in the District of Liracy, Province of Angaraes, Department of Huancavelica to the southeast of Lima, Peru. A copy of the press release is attached as Exhibit 99.3 hereto.
On November 22, 2013, the Company issued a press release about its receipt of acceptance and approval of its application for allowance submitted to the SEC's Division of Corporation Finance's Office of Chief Accountant, which allowance permits the Company to file a comprehensive 10-K along with subsequent 10-Qs for 2013 covering the reporting periods since becoming delinquent in its regulatory filings with the SEC. A copy of the press release is attached as Exhibit 99.4 hereto.
On November 26, 2013, the Company issued a press release about the receipt of $272,500 from a private placement at a price of $0.01 per share from existing shareholders and that the Company stopped accepting subscription agreements for such private placement on Nov. 6, 2013. A copy of the press release is attached as Exhibit 99.5 hereto.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro forma Financial Information
Not applicable.
(c) Shell Company Transaction
Not applicable.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press release dated November 15, 2013
99.2 Press release dated November 19, 2013
99.3 Press release dated November 20, 2013
99.4 Press release dated November 22, 2013
99.5 Press release dated November 26, 2013
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: December 3, 2013
AFFINITY GOLD CORP.
By:
/s/ Corey Sandberg
Name: Corey Sandberg
Title: President, CEO & Director
Exhibit 99.1
AFFINITY GOLD CORP.
Symbol: AFYG
- PinksheetsNovember 15 th , 2013
NEWS RELEASE
AFFINITY GOLD CORP. ANNOUNCES IMPROVED LISTING STATUS WITH OTCMARKETS.COM
Maple Grove, Minnesota -
November 15 th , 2013 - Affinity Gold Corp. (AFYG.pk) ("Affinity" or "the Company") is pleased to announce its improved listing status with OTCMarkets.com. As of this morning, OTCMarkets.com has removed the Caveat Emptor icon from the Company's listing status and is now listed as "OTC Pink Limited Information.""I'm very pleased with how responsive and helpful the staff at OTCMarkets.com was in setting expectations and guiding us through their process to allow Affinity to resolve this matter quickly. I've been absolutely impressed with the level of service and support provided by OTCMarkets.com through this process" stated Corey J. Sandberg, President & CEO. Mr. Sandberg went on to say, "We will continue to work towards increasing the level of transparency as we progress towards becoming current with our regulatory obligations and preparing the company to further improve its listing status to correlate to the level of success expected."
About Affinity Gold Corp.:
Affinity Gold Corp. is a mineral exploration and development company engaged in the acquisition and development of near-term precious mineral production properties within Peru. Affinity Gold Corp.'s primary focus is on developing assets that have demonstrated historical production, contain documented and reliable data and can reasonably begin producing within 12-18 months at a cost of less than $900 per gold equivalent ounce.
www.affinitygold.com
CONTACT:
AFFINITY GOLD CORP.
Corey J. Sandberg
763-424-4754
csandberg@affinitygold.com
For further information please refer to the Company's filings with the SEC on EDGAR available at www.sec.gov
FORWARD-LOOKING STATEMENTS
This news release may include "forward-looking statements" regarding Affinity Gold Corp., and its subsidiaries, business and project plans. Such forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created by such sections. Where Affinity Gold Corp. expresses or implies an expectation or belief as to future events or results, such expectation or belief is believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Affinity Gold Corp. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Exhibit 99.2
AFFINITY GOLD CORP.
Symbol: AFYG
- PinksheetsNovember 19 th , 2013
NEWS RELEASE
AFFINITY GOLD CORP. FURTHER IMPROVES ITS TRANSPARENCY TO THE MARKETS
Maple Grove, Minnesota -
November 19 th , 2013 - Affinity Gold Corp. (AFYG.pk) ("Affinity" or "the Company") is pleased to announce it has taken one more step towards increasing its transparency to the markets as it continues towards becoming current in its regulatory filings with the Securities & Exchange Commission ("SEC").Effective today, the Company has taken an additional step towards further increasing its transparency to shareholders, potential investors and market professionals by sponsoring Real-Time Level 2 Quotes on its underlying security (Symbol: "AFYG") via OTCMarkets.com. Real-Time Level 2 quotes provide market participants access to the best bid/best ask pricing and size data along with the full quote depth as represented by Market Makers.
"This is one more step among many being taken to demonstrate our intent towards becoming truly transparent with the markets. My aim is to further build trust and confidence with the markets through the cumulative actions we're taking and to go above and beyond what is expected of simply being current in our regulatory obligations" stated President & CEO, Mr. Corey Sandberg.
About Affinity Gold Corp.:
Affinity Gold Corp. is a mineral exploration and development company engaged in the acquisition and development of near-term precious mineral production properties within Peru. Affinity Gold Corp.'s primary focus is on developing assets that have demonstrated historical production, contain documented and reliable data and can reasonably begin producing within 12-18 months at a cost of less than $900 per gold equivalent ounce.
www.affinitygold.com
CONTACT:
AFFINITY GOLD CORP.
Corey J. Sandberg
763-424-4754
csandberg@affinitygold.com
For further information please refer to the Company's filings with the SEC on EDGAR available at www.sec.gov
FORWARD-LOOKING STATEMENTS
This news release may include "forward-looking statements" regarding Affinity Gold Corp., and its subsidiaries, business and project plans. Such forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created by such sections. Where Affinity Gold Corp. expresses or implies an expectation or belief as to future events or results, such expectation or belief is believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Affinity Gold Corp. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Exhibit 99.3
AFFINITY GOLD CORP.
Symbol: AFYG
- PinksheetsNovember 20, 2013
NEWS RELEASE
AFFINITY GOLD CORP. SIGNS LETTER OF INTENT TO DEVELOP CURRENTLY PRODUCING ASSET
Maple Grove, Minnesota - November 20 th , 2013 -
Affinity Gold Corp. (AFYG.pk) ("Affinity" or "the Company") announces that under its strategic joint venture relationship with Corizona Mining Partners, LLC ("Corizona") to develop of a portfolio of near-term production and producing precious mineral assets in Peru it has entered into a Letter of Intent ("LOI") on a producing silver (Ag) and lead (Pb) mine located in District of Lircay, Province of Angaraes, Department of Huancavelica to the southeast of Lima, Peru.About Project Cambalache:
The project is a silver (Ag) and lead (Pb) producing, low sulphidation polymetalic lode deposit, located in District of Lircay, Province of Angaraes, Department of Huancavelica to the southeast of Lima, Peru. The project is located at an elevation of 3,466 - 4,790 m.a.s.l. approximately 519 Km from Lima, capital of Peru, via the South-PanAmerican Highway.
The Concessions are contractually held and controlled through an agreement between Corizona and the current project owner. Through the underlying agreement with the project owner, Corizona has the right to acquire 50% of the Cambalache Project for one-million one-hundred thousand dollars (USD $1,100,000.00) invested directly into the ground and used to improve and expand production operations. As part of the underlying agreement, Corizona has an option to purchase another 25% of the Cambalache Project for three million dollars (USD $3,000,000) with an expiration of five years.
According to the terms of the Letter of Intent between Affinity and Corizona, the partners will hold the option agreement with the project owners in a new legal entity being established. Affinity will earn an undivided forty-nine percent (49.9%) interest in the entity controlling the underlying agreement upon the execution of the Formal Agreement and the following obligations being met:
1. a total capital investment of USD $25,000 upon the execution of the Formal Agreement which will be 30 days from the signing of the Letter of Intent
2. $75,000 over the course of 3 months from the execution of the Formal Agreement
3. $670,000 over the course of 12 months following the execution of the Formal Agreement
Under the Joint Venture agreement with Corizona, Affinity will be responsible for a total capital investment of USD $770,000 while Corizona subsequently responsible for USD $330,000, in order for the Joint Venture partners to earn an undivided fifty percent (50%) equity interest in the Cambalache project.
Additional terms and conditions will be included in the definitive agreement which is expected to be signed by December 16 th , 2013.
"I'm absolutely excited about this project for multiple reasons but primarily because this is an already producing project with great upside meeting our overall model requirements. With making few quick-hit improvements to the existing plant it's anticipated we'll be able to double production and significantly increase recovery rates" stated President & CEO, Mr. Corey Sandberg. Mr. Sandberg further stated, "Our intention is to increase production to 100 TPD by Q3 of 2014. I'm excited what the future holds for Affinity and its shareholders and look forward to sharing more about the merits of Cambalache in the very near future."
About Corizona Mining Partners, LLC
Corizona Mining Partners was founded in 2011 as a junior mining company focused on the acquisition and immediate production of hard-rock and alluvial mining concessions in the Americas. Corizona's strategy is built around locating projects that can go into production and generate revenue quickly.
About Affinity Gold Corp.:
Affinity Gold Corp. is a mineral exploration and development company engaged in the acquisition and development of near-term precious mineral production properties within Peru. Affinity Gold Corp.'s primary focus is on developing assets that have demonstrated historical production, contain documented and reliable data and can reasonably begin producing within 12-18 months at a cost of less than $900 per gold equivalent ounce.
www.affinitygold.com
CONTACT:
AFFINITY GOLD CORP.
Corey J. Sandberg
763-424-4754
csandberg@affinitygold.com
For further information please refer to the Company's filings with the SEC on EDGAR available at www.sec.gov
FORWARD-LOOKING STATEMENTS
This news release may include "forward-looking statements" regarding Affinity Gold Corp., and its subsidiaries, business and project plans. Such forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created by such sections. Where Affinity Gold Corp. expresses or implies an expectation or belief as to future events or results, such expectation or belief is believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Affinity Gold Corp. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Exhibit 99.4
AFFINITY GOLD CORP.
Symbol: AFYG
- PinksheetsNovember 22 nd , 2013
NEWS RELEASE
AFFINITY GOLD CORP. RECEIVES APPROVAL OF APPLICATION FOR ALLOWANCE FROM S.E.C.
Maple Grove, Minnesota -
November 22 nd , 2013 - Affinity Gold Corp. (AFYG.pk) ("Affinity" or "the Company") is pleased to announce that on November 19 th it received acceptance and approval of its application for allowance submitted to the Securities & Exchange Commission's Division of Corporation Finance's Office of Chief Accountant ("CFOCA") on November 18 th . The allowance permits the Company to file a comprehensive 10-K along with subsequent 10-Qs for 2013 covering the reporting periods since becoming delinquent in its regulatory filings with the Securities & Exchange Commission ("SEC")."This is one more step in the right direction towards achieving our near-term objective of becoming current in our filing status with the SEC. Next, we will continue focused on preparing for our audits and compiling our comprehensive filing to be submitted to the SEC. There's a lot of work yet, but we're getting through it and making it happen. That's all I can ask, and I'm thankful that is the case" stated Mr. Corey Sandberg, President & CEO.
About Affinity Gold Corp.:
Affinity Gold Corp. is a mineral exploration and development company engaged in the acquisition and development of near-term precious mineral production properties within Peru. Affinity Gold Corp.'s primary focus is on developing assets that have demonstrated historical production, contain documented and reliable data and can reasonably begin producing within 12-18 months at a cost of less than $900 per gold equivalent ounce.
www.affinitygold.com
CONTACT:
AFFINITY GOLD CORP.
Corey J. Sandberg
763-424-4754
csandberg@affinitygold.com
For further information please refer to the Company's filings with the SEC on EDGAR available at www.sec.gov
FORWARD-LOOKING STATEMENTS
This news release may include "forward-looking statements" regarding Affinity Gold Corp., and its subsidiaries, business and project plans. Such forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created by such sections. Where Affinity Gold Corp. expresses or implies an expectation or belief as to future events or results, such expectation or belief is believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Affinity Gold Corp. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Exhibit 99.5
AFFINITY GOLD CORP.
Symbol: AFYG -
PinksheetsNovember 26 th , 2013
NEWS RELEASE
AFFINITY GOLD CORP. RECEIVES $272,500 IN FUNDING FROM LONG-STANDING SHAREHOLDERS
Maple Grove, Minnesota -
November 26 th , 2013 - Affinity Gold Corp. (AFYG.pk) ("Affinity" or "the Company") is pleased to announce it has received USD $272,500 in the form of private placements at a price of $.01 per share from existing long-standing shareholders.The shares being issued under the private placement are restricted and will remain restricted for a period of twelve (12) months following the Company becoming current in its regulatory filings with the Securities & Exchange Commission ("SEC"). Immediately following an increase in activity in the Company's publicly traded shares the board officially stopped accepting subscription agreements at $.01 per share as of November 6 th , 2013. The Company will be filing details in a subsequent 8K filing with the SEC.
"I'm extremely thankful to our existing shareholders who continued to have faith and supported the Company in spite of the challenging times we've been through over the last three and half years. With these funds, I fully anticipate we achieve three primary objectives which I previously laid out in our September 26th news release: 1) become current in our regulatory filings, 2) establish production operations, and 3) finalize the Strategic Advisory Committee" stated Mr. Corey Sandberg, President & CEO.
About Affinity Gold Corp.:
www.affinitygold.com
CONTACT:
AFFINITY GOLD CORP.
Corey J. Sandberg
763-424-4754
csandberg@affinitygold.com
For further information please refer to the Company's filings with the SEC on EDGAR available at www.sec.gov
FORWARD-LOOKING STATEMENTS
This news release may include "forward-looking statements" regarding Affinity Gold Corp., and its subsidiaries, business and project plans. Such forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created by such sections. Where Affinity Gold Corp. expresses or implies an expectation or belief as to future events or results, such expectation or belief is believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Affinity Gold Corp. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.