OMB APPROVAL |
OMB Number: 3235-0060 |
Expires: August 31, 2012 |
Estimated average burden hours per response: 38 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K /A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 7, 2011
THUNDER MOUNTAIN GOLD
(Exact Name of Registrant as Specified in its Charter)
Idaho | 001-08429 | 91-1031075 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5248 W. Chinden, Boise, Idaho |
| 83714 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant's telephone number, including area code: 208-658-1037
(Former Name or Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8K 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 (17CFR230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SEC 873 (3-05)
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Item 1.01 - Entry into a Material Definitive Agreement.
As previously reported, Thunder Mountain Gold, Inc. (the “Company”) initiated a non-brokered private placement of 1,200,000 units (each a “Unit”) at a price of CAD$0.17 per Unit for aggregate gross proceeds of CAD$204,000 (the “Private Placement”). Each Unit was comprised of one share of common stock and one common stock purchase warrant (each a “Warrant”) entitling the holder to purchase one additional share of common stock of the Company for a period of two years following the closing of the Private Placement at a price of CAD$0.20 per share. The Warrants are subject to an accelerated exercise period in the event that the Company’s shares trade at a price of greater than CAD$0.25 per share for 20 consecutive trading days at any time during the period following six months after the closing of the Private Placement. No registration rights were granted in connection with the Private Placement. The Private Placement was conducted outside of the United States pursuant to available exemptions from applicable registration and prospectus requirements. The Units and the Warrants sold in the Private Placement are not listed for trading on any market. The Units, the Common Shares, the Warrants and any shares issuable upon exercise of the Warrants are “restricted securities” under the Securities Act 0f 1933, as amended (the “Act”) and the certificates representing such securities will be endorsed with legends confirming that transfers of the securities may not be effected other than pursuant to a registration statement filed under the Act or pursuant to further available exemptions from the registration requirements of the Act.
The closing date for the Private Placement was November 8, 2011, and the Company received $204,000 in gross proceeds.
The Private Placement was considered a non-brokered transaction as the Company did not retained an agent to offer and sell the Units. Finder’s fees are payable to Garry Miller (together, the “Finders”) of (i) a cash commission of $18,300; and, (ii) share purchase warrants of 108,000.
The Private Placement was believed exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Rule 903 of Regulation S of the Act, with respect to non-U.S. investors. The securities offered, sold, and issued in connection with the private placement have not been or are not registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.
Item 3.02 - Unregistered Sales of Equity Securities.
The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
Item 8.01 - Other Events.
On November 9, 2011, the Board of Directors ratified a Letter of Intent, dated November 7, 2011, by and among Thunder Mountain Gold, Inc., a Nevada Corporation, Green River Energy Corporation, a Nevada Corporation (“GREC”) and the Controlling Shareholder Group of GREC.
A copy of the Letter of Intent is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing description of the Letter of Intent is qualified in its entirety by reference to the complete terms and conditions of such document (a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K).
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
| Description |
|
|
|
99.1 |
| Letter of Intent, dated November 7, 2011, by and among Thunder Mountain Gold, Inc. a Nevada corporation, Green River Energy Corporation, a Utah Corporation, and the Controlling Shareholder Group of GREC.. |
|
|
|
SIGNATURES
FORM 8-K
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.
THUNDER MOUNTAIN GOLD, INC.
(Registrant)
By: /s/ E. JAMES COLLORD
-------------------------------------------------
E. James Collord
President, Director and Chief Executive Officer
Date: November 15, 2011
3
November 7, 2011
E. James Collord, President
Thunder Mountain Gold, Inc.
1239 Parkview Drive
Elko, Nevada 89801
Re:
Green River Energy Corporation
Dear Mr. Collord:
This letter of intent (“LOI”) sets out the basic terms and conditions of the mutual understanding of Thunder Mountain Gold, Inc. a Nevada corporation (“THMG”), and the Controlling Shareholder Group (“Hess Group”) of Green River Energy Corporation, a Nevada Corporation (“GREC”). The Hess Group beneficially owns or controls a majority of GREC. Neither GREC nor the Hess Group is registered under the Securities Exchange Act of 1934.
The parties’ expressly state their intention that this Letter of Intent as a whole, do not and shall not constitute a legal and binding obligation, contract or agreement between any of the parties, are not intended to be an extensive summary of all of the terms and conditions of the proposed Share Exchange or the Definitive Agreements, and are subject to the following conditions,: (i) THMG’s receipt of $1 million from a private placement of securities and GREC’s receipt of $4 million placed into an irrevocable Escrow, with all subscriptions completed and funds received by THMG and the Escrow for GREC, no later than January 31, 2012; (ii) Completion of a due diligence investigation; (iii) Execution of a Definitive Share Exchange Agreement (the “Definitive Agreement”); (iv) Satisfaction of all conditions to closing set forth in the Definitive Agreement; and (v) Receipt of the required approvals under Utah and Nevada corporate law, and the Toronto Stock Exchange-Venture Listing. All documentation shall be in form and content satisfactory to Hess and THMG.
1.
Hess Group will obtain $1,000,000 in a private offering in Europe of THMG securities, to be commenced immediately upon execution of this LOI (the “THMG Funds”). Additionally Hess will cause GREC to immediately raise a minimum of $4,000,000 in a private offering in Europe of GREC shares (“GREC Escrow Funds”). Such GREC Escrow Funds to be placed into a restricted escrow arrangement, with all funds released by the Escrow Agent to THMG upon THMG shareholder approval of the Share Exchange. Hess will cause the GREC Escrow Funds and the THMG Funds to be irrevocably subscribed for and obtained no later than January 31, 2012. The payment of the GREC Escrow Funds to THMG upon THMG shareholder approval of this Share Exchange will be a necessary term and provision for the closing of this proposed transaction. The proceeds of such funding will be utilized for exploration and/or development of mineral and petroleum interests.
(a)
No later than November 30, 2011, Hess Group and THMG, respectively, will each produce a 5 year Plan of Operation for the exploration and
E. James Collord, President
November 7, 2011
Page 2 of 3
development of their minerals, including rare earth elements (REEs), and GREC’s petroleum interests.
2.
THMG and Hess Group will enter into Share Exchange pursuant to which: (a) Hess will transfer all of his right, title, and interest in and to GREC securities in exchange for common stock in THMG, in a transaction qualifying as an IRC. §368(a)(1)(B) tax-free Share Exchange; (b) On the Closing Date, the capital structure of THMG will be: (i) pre-Share Exchange THMG Shareholders will hold 25% of the THMG common shares, and (ii) pre-Share Exchange GREC shareholders will hold 75% of THMG common shares. (c) THMG will change its corporate name to Thunder Mountain Resources, Inc. and Thunder Mountain Resources, Inc., a Nevada corporation, will change its corporate name to Thunder Mountain Gold, Inc. Collectively the foregoing events are the “Share Exchange”.
3
Notwithstanding the preceding, the parties acknowledge that the final structure of the Share Exchange and contemplated capital structure may be modified as necessary to address the tax effect, corporate and securities laws of the Share Exchange on each party. Subsequent to the Share Exchange but no later than March 30, 2012, THMG will effect an application for listing on the NYSE-AMEX and Frankfurt stock exchanges. THMG will take appropriate action, including obtaining necessary shareholder approval, to effect the necessary capital structure most advantageous to meet applicable NYSE-AMEX and Frankfurt stock exchange listing and maintenance requirements.
4.
After the execution of the Definitive Agreement, and the consent of a majority of the THMG shareholders, THMG will file an Information Statement or other applicable form with the U.S. Securities and Exchange Commission for dissemination to all THMG shareholders.
5.
The Closing Date for the Share Exchange shall be as soon as practicable after (i) completion of a due diligence investigation; (ii) execution of a Definitive Agreement; (iii) satisfaction of all conditions to closing set forth in the Definitive Agreement; and (iv) receipt of the required approvals under Utah and Nevada corporate law, and the Toronto Stock Exchange but in no event later than March 30, 2012.
6.
Subsequent to the Closing Date, THMG will execute appropriate and commensurate employment contracts with E. James Collord, Eric Jones, and G. Peter Parsley.
GREC and THMG, from the date hereof until the Closing Date, covenant and agree to the following:
(a)
In consideration of the undertaking by Hess and THMG of the substantial legal, accounting and other expenses incident to its entering
E. James Collord, President
November 7, 2011
Page 3 of 3
into this LOI and proceeding toward the consummation of the Share Exchange, Hess and THMG undertake and agree that, through the Closing Date, they will not enter into or pursue any arrangements or negotiations with any other party relative to a transaction defined under §368(a)(1) of the Internal Revenue Code.
(b)
To enter into a `bleed out` or stock escrow arrangement in order to limit sales or other dispositions by officers and directors of any party, for such term as set forth in any `bleed out` or stock escrow arrangement.
8.
Each of the parties will bear their own audit and legal fees and costs in connection with the negotiation and consummation of the transactions contemplated by this Letter of Intent, except that all other expenses relating to the Share Exchange shall be shared 75% to be paid by Hess and 25% by THMG.
If the terms of this LOI accurately reflect your understanding of our discussions, please acknowledge by executing this letter in the appropriate space below. A facsimile signature shall be considered the same as an original signature.
Yours very truly,
HESS GROUP
/s/ Rolf Hess
By: _______________________________________
Rolf Hess – Representative of Hess Group
THE TERMS OF THIS LETTER OF INTENT are hereby approved as of the __7___ day of November 2011 by:
THUNDER MOUNTAIN GOLD, INC.
/s/ E. James Collord
By:
E. James Collord, President