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): August 29, 2019


JOSHUA GOLD RESOURCES INC.

(Exact name of registrant as specified in its Charter)


 

 

 

Nevada

000-53809

27-0531073

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


 

 

 

35 Perry Street

Woodstock, Ontario Canada

 

N4S 3C4

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code (226) 888-5610


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 (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 14-a-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:  Not applicable.


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 and Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  [X]




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.  [ ]


REFERENCES


In this Current Report, references to “Joshua Gold Resources,” the “Company,” “we,” “our,” “us” and words of similar import refer to Joshua Gold  Resources Inc., the Registrant.  


FORWARD-LOOKING STATEMENTS


This Current Report contains certain forward-looking statements, and for this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include, among others, but are not limited to:


- economic conditions generally in the United States and internationally, and in the markets and

  industries in which we have and may participate in the future;

- competition within our chosen markets and industries; and

- our business and growth strategies.


We believe that it is important to communicate our future expectations to investors and shareholders. However, there may be events in the future that we are not able to accurately predict or control, including uncertainties and events that may cause our actual results to differ materially from the expectations we have described in our forward-looking statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  All forward-looking statements should be considered in light of our reports and registration statements filed in the Edgar Archives of the United States Securities and Exchange Commission.


Item 7.01 Regulation FD Disclosure.


On August 29, 2019, Joshua Gold Resources disseminated a press release with respect to the resumption of quotations of its common stock on the over-the-counter market and the appointment of Fred Sharpley as its Chief Geologist.  See Item 9.01, Exhibit 99.


The information contained in this Item 7.01 and in Exhibit 99 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such Section 18.  Furthermore, the information contained in this Item 7.01 and in Exhibit 99 shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.


Item 9.01 Financial Statements and Exhibits.


Exhibits:


Exhibit No.

Description of Exhibit


99     Press release dated August 29, 2019.





SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.


JOSHUA GOLD RESOURCES INC.


 

 

 

 

 

Date:

August 29, 2019

 

By:

/s/ Benedetto Fuschino

 

 

 

 

Benedetto Fuschino

 

 

 

 

President and Chief Executive Officer






[PR82919001.JPG]





 

Woodstock, Ontario, Canada:  Joshua Gold Resources Inc. (OTC PINK: JSHG) is pleased to announce that its common stock has resumed trading in the over-the-counter market and that it is current in its filings with the United States Securities and Exchange Commission (the “SEC”).  Going forward, the Company will comply with all filings and audits as required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company gives special praise to current CFO and a Director Dino Micacchi for his tireless pursuits in bringing all corporate filings up-to-date.


Joshua Gold is also pleased to announce the appointment of Fred Sharpley as its Chief Geologist.  Mr. Sharpley has been a geologist for over 60 years, and the Company appreciates its opportunity to apply Fred’s vast experience to its mineral exploration activities.  Mr. Sharpley is a “Qualified Person” within the meaning of Canadian National Instrument 43-101.


Mr. Sharpley graduated with a B.A.Sc. degree from the University of Saskatchewan.  Over the past 57, years he has been involved in exploration for base metals, uranium, gold and silver in Canada, as well as in Mexico, Central America and Africa. Mr. Sharpley extensive experience as a mine geologist for the Keevil Mining Group and for Temagami Mining Company Ltd. Mr. Sharpley also worked for Lacana in Mexico, on the La Encantada Project, after a brief period at Silverfields in Cobalt, Ontario, and two years in Bathurst, New Brunswick engaged in general exploration. Recently, Mr. Sharpley has been exploring gold opportunities for other Canadian mining companies including Opawica Explorations Inc.; Pelangio Mines Inc.; Detour Gold Corp.; Wolfden; Sabina; NFX; and Mistango River Resources Inc.


Under Mr. Sharpley’s guidance, Joshua Gold will continue its joint venture exploration on the C-1 Property, a 2,000-acre gold prospect in the Swayze area in Northern Ontario where the Company has been exploring since 2017. The Company is also preparing to conduct preliminary exploration work on its gold properties located in the Shiningtree area of Northern Ontario.


JSHG CEO Ben Fuschino comments, “Having our filings up-to-date provides a stable foundation for the Company to move forward and with the current uptrend in the price of gold, it is an exciting time for JSHG”. He went on to state “Joshua Gold will continue to look for opportunities to acquire mineral lands that have potential in Canada and the United States”.  


Joshua Gold Resources Inc. (OTC: JSHG) is a publicly traded American gold exploration company headquartered in Canada, engaged in the exploration of highly prospective properties.  Joshua Gold’s focus is to pinpoint mineral opportunities in Northern Ontario, Canada, a mature and friendly jurisdiction for exploration and mining companies.  Northern Ontario is home to the three-billion-year old Canadian Shield which contains a wealth of minerals from nickel, gold, copper and cobalt to chromium.  For more on JSHG go to http://www.joshuagoldresources.com/.


Safe Harbor Statement This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved.


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