Nevada
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000-51203
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98-0425310
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Alcalá Centro de Negocios, Cra 43 B # 14-51 Office 705, Medellin, Colombia
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____________
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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·
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Completion of the exercise of options resulting in the Company’s acquisition of a fifty percent interest in the Mineral Rights through its acquisition of fifty percent of the outstanding capital stock of Beardmore;
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·
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Issuance to Temasek of a total of 6,000,000 shares of our common stock;
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·
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Payment to Temasek of US $250,000 (which such payment was acknowledged by Temasek to have been made in March 2010);
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·
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Issuance of a convertible note for US $250,000 (the “$250,000 Convertible Note”) payable to the order and the direction of Temasek (which was issued on June 25, 2010); and
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·
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Issuance of a convertible note for US $3,250,000 (the “$3,250,000 Convertible Note” and, collectively with the $250,000 Convertible Note, the “Convertible Notes”) payable to the order and the direction of Temasek (which was issued on June 25, 2010).
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Exhibit
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No.
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Description
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10.1
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Settlement and Mutual Release Agreement
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99.1
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The Company’s Unaudited Pro Forma Financial Information
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Exhibit
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No.
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Description
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10.1
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99.1
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A.
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FCGC and Temasek are parties to a Mineral Right Option Agreement, effective as of September 18, 2008, and amended by Amendment No. 1, dated May 12, 2009, Amendment No.2, dated February 3, 2010, and Amendment No.3, dated June 25, 2010 (collectively, the “Mineral Right Option Agreement”), which provides for the acquisition by FCGC of four separate options (the “Options”), each providing for the acquisition of a twenty-five percent interest in certain mineral rights in certain properties in Peru (the “Mineral Rights”).
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B.
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The Mineral Rights are currently owned by Rio Santiago Minerales S.A.C. (“Rio Santiago”). Beardmore Holdings, Inc. (“Beardmore”) owns 999 shares of the 1,000 shares of Rio Santiago that are issued and outstanding. Temasek owns the single remaining share of Rio Santiago. FCGC’s acquisition of each twenty-five percent interest in the Mineral Rights was structured to occur through the transfer of twenty-five percent of the outstanding shares of Beardmore to FCGC upon the exercise of each twenty-five percent Option.
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C.
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FCGC completed the exercise of the initial and second twenty-five percent Options in accordance with the terms of the Mineral Right Option Agreement, which resulted in the acquisition by FCGC of an aggregate fifty percent interest in the Mineral Rights, through the transfer of fifty percent of the issued and outstanding shares of Beardmore.
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D.
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FCGC did not fulfill the obligations required to complete the exercise of the third and fourth twenty-five percent Options, and as a result, the third and fourth twenty-five percent Options lapsed as of July 5, 2010.
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E.
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In order to settle all unresolved matters in connection with the foregoing, Temasek has proposed, and FCGC has agreed to the terms of such proposal, that FCGC return the entirety of the shares of Beardmore which were transferred to FCGC through exercise of the Options, in consideration for the release by Temasek of all outstanding obligations of FCGC under the Mineral Right Option Agreement.
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TEMASEK INVESTMENTS, INC.
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FIRST COLOMBIA GOLD CORP.
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By: /s/ JOSE E. SILVA
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By: /s/ NORMAN BRACHT
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Name: JOSE E. SILVA
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Name: NORMAN BRACHT
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Title: DIRECTOR
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Title: CEO
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First Columbia Gold Corp.
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||||||||||||
(formerly Amazon Goldsands, Inc.)
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||||||||||||
(An Exploration Stage Company)
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||||||||||||
Proforma Interim Balance Sheets
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||||||||||||
(Expressed in U.S. Dollars)
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||||||||||||
(Unaudited - Prepared by Management)
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||||||||||||
As at
30 June 2011
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Proforma
Adjustments
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Proforma
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||||||||||
Assets
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||||||||||||
Current
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||||||||||||
Cash and cash equivalents
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46,595 | - | 46,595 | |||||||||
Mineral property costs
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11,976,434 | (11,976,434 | ) |
(a)
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- | |||||||
Property and equipment
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10,190 | - | 10,190 | |||||||||
12,033,219 | (11,976,434 | ) | 56,785 | |||||||||
Liabilities
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||||||||||||
Current
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||||||||||||
Accounts payable and accrued liabilities
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475,760 | (49,733 | ) |
(b)
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426,027 | |||||||
Current portion of convertible promissory notes
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676,904 | (676,904 | ) |
(c)
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- | |||||||
1,152,664 | (726,637 | ) | 426,027 | |||||||||
Convertible promissory notes
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1,872,831 | (1,872,831 | ) |
(c)
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- | |||||||
Due to related parties
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160,449 | (160,449 | ) |
(b)
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- | |||||||
3,185,944 | (2,759,917 | ) | 426,027 | |||||||||
Stockholders’ equity
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||||||||||||
Capital stock
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||||||||||||
Authorized
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||||||||||||
200,000,000 common shares, par value $0.00001 and
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||||||||||||
200,000,000 blank check preferred shares, par value $0.001
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||||||||||||
Issued and outstanding
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||||||||||||
30 June 2011 – 39,503,585 common shares, par value $0.00001
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||||||||||||
31 December 2010 – 38,503,585 common shares, par value $0.00001
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395 | - | 395 | |||||||||
Additional paid in capital
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18,329,720 | - | 18,329,720 | |||||||||
Deficit, accumulated during the exploration stage
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(11,732,840 | ) | (6,966,517 | ) |
(d)
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(18,699,357 | ) | |||||
6,597,275 | (6,966,517 | ) | (369,242 | ) | ||||||||
Non-controlling interest
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2,250,000 | (2,250,000 | ) |
(e)
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- | |||||||
8,847,275 | (9,216,517 | ) | (369,242 | ) | ||||||||
12,033,219 | (11,976,434 | ) | 56,785 |
First Columbia Gold Corp.
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||||||||||||
(formerly Amazon Goldsands, Inc.)
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||||||||||||
(An Exploration Stage Company)
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||||||||||||
Proforma Statement of Operations
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||||||||||||
(Expressed in U.S. Dollars)
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||||||||||||
(Unaudited - Prepared by Management)
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||||||||||||
For the six
month period
ended
June 30, 2011
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Proforma
Adjustments
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Proforma
|
||||||||||
Expenses
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||||||||||||
Amortization - property and equipment
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1,798 | - | 1,798 | |||||||||
Bank charges and interest
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631,396 | 253,169 |
(c)
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884,565 | ||||||||
Consulting and management fees (recovery) (Note 8)
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139,142 | - | 139,142 | |||||||||
Foreign exchange (gain) loss
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(789 | ) | - | (789 | ) | |||||||
Office and administrative
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59 | - | 59 | |||||||||
Professional fees
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61,397 | - | 61,397 | |||||||||
Transfer agent and filing fees
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2,745 | - | 2,745 | |||||||||
Mineral property exploration expenditures
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50,700 | - | 50,700 | |||||||||
Net operating loss before other items
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(886,448 | ) | (253,169 | ) | (1,139,617 | ) | ||||||
Other items
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||||||||||||
Expense unamortized discount on convertible note
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- | 1,219,507 |
(c)
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1,219,507 | ||||||||
Loss on retirement of debt
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- | 5,704,023 |
(c)
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5,704,023 | ||||||||
Gain on deconsolidation of subsidiary
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- | (208,847 | ) | (208,847 | ) | |||||||
- | 6,714,683 | 6,714,683 | ||||||||||
Net loss and comprehensive loss for the period
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(886,448 | ) | (6,967,852 | ) | (7,854,300 | ) | ||||||
Basic and diluted loss per common share
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** | ** | ||||||||||
Weighted average number of common shares used in per share calculations
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38,876,188 | 38,876,188 | ||||||||||
** Less than $0.01
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First Columbia Gold Corp.
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||||||||||||
(formerly Amazon Goldsands, Inc.)
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||||||||||||
(An Exploration Stage Company)
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||||||||||||
Proforma Statement of Operations
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||||||||||||
(Expressed in U.S. Dollars)
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||||||||||||
(Unaudited - Prepared by Management)
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||||||||||||
For the three
month period
ended
June 30, 2011
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Proforma
Adjustments
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Proforma | ||||||||||
Expenses
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||||||||||||
Amortization - property and equipment
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898 | - | 898 | |||||||||
Bank charges and interest
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318,042 | 253,169 |
(c)
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571,211 | ||||||||
Consulting and management fees (recovery) (Note 8)
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100,142 | - | 100,142 | |||||||||
Foreign exchange (gain) loss
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(1,583 | ) | - | (1,583 | ) | |||||||
Office and administrative
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59 | - | 59 | |||||||||
Professional fees
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51,462 | - | 51,462 | |||||||||
Transfer agent and filing fees
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2,088 | - | 2,088 | |||||||||
Mineral property exploration expenditures
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50,700 | - | 50,700 | |||||||||
Net operating loss before other items
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(521,808 | ) | (253,169 | ) | (774,977 | ) | ||||||
Other items
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||||||||||||
Expense unamortized discount on convertible note
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- | 1,219,507 |
(c)
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1,219,507 | ||||||||
Loss on retirement of debt
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- | 5,704,023 |
(c)
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5,704,023 | ||||||||
Gain on deconsolidation of subsidiary
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- | (208,847 | ) | (208,847 | ) | |||||||
- | 6,714,683 | 6,714,683 | ||||||||||
Net loss and comprehensive loss for the period
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(521,808 | ) | (6,967,852 | ) | (7,489,660 | ) | ||||||
Basic and diluted loss per common share
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** | ** | ||||||||||
Weighted average number of common shares used in per share calculations
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39,503,585 | 39,503,585 | ||||||||||
** Less than $0.01
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First Columbia Gold Corp.
|
||||||||||||
(formerly Amazon Goldsands, Inc.)
|
||||||||||||
(An Exploration Stage Company)
|
||||||||||||
Proforma Statement of Operations
|
||||||||||||
(Expressed in U.S. Dollars)
|
||||||||||||
(Unaudited - Prepared by Management)
|
||||||||||||
For the year
ended
December 31, 2010
|
Proforma
Adjustments
|
Proforma
|
||||||||||
Expenses
|
||||||||||||
Amortization
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15,970 | - | 15,970 | |||||||||
Bank charges and interest
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663,090 | - | 663,090 | |||||||||
Consulting and management fees (recovery) (Note 8)
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280,122 | - | 280,122 | |||||||||
Foreign exchange (gain) loss
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956 | - | 956 | |||||||||
Office and administrative
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36,386 | - | 36,386 | |||||||||
Professional fees
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88,450 | - | 88,450 | |||||||||
Transfer agent and filing fees
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11,439 | - | 11,439 | |||||||||
Mineral property exploration expenditures
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35,775 | - | 35,775 | |||||||||
Net operating loss before other items
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(1,132,188 | ) | - | (1,132,188 | ) | |||||||
Other items
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||||||||||||
Expense unamortized discount on convertible note
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- | - | - | |||||||||
Loss on retirement of debt
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- | - | - | |||||||||
Gain on deconsolidation of subsidiary
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- | - | - | |||||||||
- | - | - | ||||||||||
Net loss and comprehensive loss for the period
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(1,132,188 | ) | - | (1,132,188 | ) | |||||||
Basic and diluted loss per common share
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** | ** | ||||||||||
Weighted average number of common shares used in per share calculations
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31,638,831 | 31,638,831 | ||||||||||
** Less than $0.01
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First Colombia Gold Corp
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Notes To The Proforma Financial Statements
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The preceding unaudited condensed combined consolidated pro forma balance sheet and statement of operations have been prepared as if the transaction was completed on June 30, 2011. There is no resulting effect from the transaction on the statement of operations for the year ended December 31, 2010. The following pro forma adjustments have been made:
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(a) This adjustment reflects the elimination of the mineral property interests acquired as part of the Mineral Rights Option Agreement, as amended.
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(b) This adjustment reflects the elimination of accounts payable and related party payables attributable to the deconsolidated subsidiary.
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(c) This adjustment reflects the elimination of the current and long term portion of the convertible promissory notes. The total outstanding liability as of June 30, 2011 includes notes payable in the amounts of $250,000 and $3,250,000, accrued interest of $426,904 and unamortized discount on the beneficial conversion feature of $1,377,169. A charge to interest expense of $253,169 was incurred for the period from July 1, 2011 to September 21, 2011 which includes amortization of the discount on the beneficial conversion feature of $157,662. As of September 21, 2011 the remaining discount on the beneficial conversion feature of $1,219,507 was charged to interest
expense per FASB ASC 470-20-40-1. The retirement of the convertible notes payable resulted in a loss of $5,704,023.
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(d) The adjustment to retained earnings consists of the proforma adjustments of $6,967,852 in the proforma statement of operations and the elimination of $1,335 of retained earnings as a result of the deconsolidation of the subsidiary entity.
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(e) This adjustment reflects the elimination of the non-controlling interest as a result of the deconsolidation of the subsidiary entity.
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