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SAGD > SEC Filings for SAGD > Form 8-K on 25-Nov-2013All Recent SEC Filings

Show all filings for SOUTH AMERICAN GOLD CORP.



Entry into a Material Definitive Agreement, Unregistered Sale of Equity

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On November 14, 2013, South American Gold Corp. ("the Company") entered into a Securities Purchase Agreement ("Purchase Agreement") with Asher Enterprises, Inc., a Delaware corporation ("Asher"), relating to the issuance and sale to Asher of an unsecured convertible promissory note (the "Note") in a private transaction (the "Transaction") with a principal amount of $10,200.

On November 22, 2013, the Company received net proceeds of $10,200 from the Transaction, which it intends to use to meet its short-term obligations. The Purchase Agreement includes customary representations, warranties and covenants.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Convertible Promissory Note

In connection with the Transaction, the Company issued Asher the Note. Interest on the Note accrues at a rate of 8% annually and is to be paid with principal in full on the maturity date of July 18, 2014. The principal amount of the Note together with interest may be converted into shares of the Company's restricted at the option of the Asher at a conversion price equal to forty-five percent (45%) of the Market Price of the Company's common stock during the 10 trading days prior to the conversion notice.

The Note contains a "blocker" provision limiting the number of shares of common stock into which the Note is convertible to 9.99% of the outstanding shares of the Company's common stock. However, the blocker provision in the Note may be waived by Asher upon 61-days' prior notice.

The Company has a right of prepayment of the Note anytime from the date of the Note until ninety (90) days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the Note based on the date of prepayment.

The Note provides for customary events of default such as failing to timely make payment under the Note when due.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Form of Note, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 1.01 of this Current Report, which is incorporated herein by reference, the Company issued a Note to Asher in a transaction pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Asher is an "accredited investor," as such term is defined in Rule 501(a) of Regulation D of the Securities Act. The Transaction was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act. The sale of the Note did not involve a public offering and was made without general solicitation or general advertising. Asher represented that it was an accredited investor and was acquiring the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Neither the Notes nor the underlying shares of Common Stock issuable upon the conversion of the Note have been registered under the Securities Act and neither may be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Section 8 - Other Events

Item 8.01 Other Events

On November 23, 2013, the Company issued $53,500 in Unsecured Promissory Notes ("Promissory Notes") in exchange for the conversion of $53,500 in outstanding accounts payable owed to officers of the Company. These officers are Raymond DeMotte, Frank Delzer and Rene Von Boeck.

The Promissory Notes have a term of two years and annual interest rate of 8%. The Promissory Notes do provide for quarterly interest payments to be made starting with the quarter ended March 31, 2014.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith.

Exhibit No.   Description

    4.1         Convertible Promissory Note, dated November 14,

   10.1         Securities Purchase Agreement, dated November 14,
              2013, between the Company and Asher Enterprises,

   10.2         Form of Unsecured Promissory Note

   10.3         Form of Debt Conversion Agreement

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