The Joshua Gold filing with the SEC appears to have two parts... that its useful to read separately.
The first half here is a description of the deal on the Shining Tree leases:
Item 1.01
Entry into a Material Definitive Agreement.
On February 7, 2012, Joshua Gold Resources Inc. (the “Company”) entered into and closed a mineral property acquisition agreement (the “Original Agreement”), as amended and restated on February 13, 2012 (the “Amended Agreement”), with Shining Tree Resources Corp. (“Shining Tree”), pursuant to which Shining Tree agreed to sell to Company an undivided fifty percent (50%) interest in and to certain mineral interests found on the Elijah Property (as described in further detail below) located in the Townships of Churchill and Asquith, Ontario, Canada (the “Conveyed Property”). As consideration for the sale of the Conveyed Property, the Company agreed to deliver the following to Shining Tree in the manner set forth below:
1) Fifty Thousand and No/100 Dollars (CDN $50,000.00*) according to the following schedule:
(a) Ten Thousand and No/100 Dollars (CDN $10,000.00**) upon execution of the Agreement;
(b) Fifteen Thousand and No/100 Dollars (CDN $15,000.00***) due on March 30, 2012;
(c) Fifteen Thousand and No/100 Dollars (CDN $15,000.00***) due on June 30, 2012; and
(d) Ten Thousand and No/100 Dollars (CDN $10,000.00**) due on July 30, 2012.
2) subject to the approval of the Board of Directors of Joshua Gold Resources Inc., One Million (1,000,000) common shares of Company on or before March 30, 2012; and
3) complete Two Hundred Thousand and No/100 Dollars (CDN $200,000.00****) of Expenditures (as defined in the Original and Amended Agreement) on the Conveyed Property on or before February 10, 2014. Upon completion of payment for the Conveyed Property in the aggregate amount of Fifty Thousand and No/100 Dollars (CDN $50,000.00*) of Expenditures on the Conveyed Property, Shining Tree will issue to Company One Million (1,000,000) common shares of Shining Tree on or before July 30, 2012.
The description of the transaction above is qualified in its entirety by reference to the full text of the Original Agreement and the Amended Agreement, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated in this Item 1.01 by reference.
*CDN $50,000 is approximately USD $50,270 as of the date of this filing.
**CDN $10,000 is approximately USD $10,054 as of the date of this filing.
***CDN $15,000 is approximately USD $15,082 as of the date of this filing.
**** CDN $200,000 is approximately USD $201, 097 as of the date of this filing. |
