8-K 1 form8k.htm FORM 8-K Filed by sedaredgar.com - Silverado Gold Mines Ltd. - Form 8K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 23, 2009 (December 23, 2009)

SILVERADO GOLD MINES LTD.
(Exact name of Registrant as specified in charter)

British Columbia, Canada 000-12132 98-0045034
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation)   Identification Number)

1111 West Georgia Street, Suite 1820
Vancouver, British Columbia, Canada V6E 4M3
(Address of principal executive offices)

Registrant’s telephone number, including area code: 1 (800) 665-4646

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


SILVERADO GOLD MINES LTD.

This Current Report on Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management, as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Item 1.01 Entry into a Material Definitive Agreement

On December 23, 2009, Silverado Gold Mines Ltd. (the “Registrant”) entered into an Indemnity Agreement (the “Agreement”) with Garry L. Anselmo (“Anselmo”), its President, Chief Executive Officer, and Chairman of its Board of Directors.

Pursuant to the terms of the Agreement, the Registrant granted a general indemnification to Anselmo against all Claims and Costs (as such capitalized terms are defined in the Agreement) that arise out of Anselmo’s service as a director and officer of the Registrant or its subsidiaries, and that generally arise out of the management and affairs thereof (including environmental liabilities). The Registrant further agreed (i) to advance to Anselmo his actually and reasonably incurred Costs (which are to be repaid by Anselmo if it is determined that payment of same is prohibited by law), (ii) to indemnify Anselmo against all Costs incurred by Anselmo as a witness or participant to any action to which Anselmo is not a party but becomes involved by reason of his position as a director and officer of the Registrant, and (iii) to indemnify Anselmo against (and advance, if requested by Anselmo) any Costs incurred in obtaining the aforementioned indemnification from the Registrant.

The Registrant will be relieved of certain of the foregoing indemnification obligations if (i) Anselmo failed to act honestly, in good faith, and with a view to the best interests of the Registrant, (ii) the Registrant is prohibited from making the payments required hereunder by its memorandum or articles, (iii) Anselmo did not have reasonable grounds for believing that his conduct was lawful (with respect to a Claim in a non-civil proceeding), and (iv) a Claim is brought by or on behalf of the Registrant or a subsidiary. Furthermore, the Registrant will not indemnify Anselmo in connection with any liability arising under the United States Securities Act of 1933 (other than the payment of expenses incurred or paid by Anselmo in the successful defense of any action, suit, or proceeding relating to same). The Registrant also agreed to contribute to the amount of Anselmo’s Costs, subject to certain restrictions, in the event that the Registrant is barred from indemnifying Anselmo for any reason other than statutory limitations set forth in applicable law.


On December 23, 2009, the Registrant also entered into separate Indemnity Agreements (collectively, the “Director/Officer Indemnity Agreements”) with Stuart McCulloch, John Mackay, Donald G. Balletto, and Robert M. Dynes, each of whom are directors and/or officers of the Registrant. Stuart McCulloch is also Anselmo’s cousin. The terms of each of the Director/Officer Indemnity Agreements are identical to the terms of the Agreement.

The foregoing summaries of the Agreement and the Director/Officer Indemnity Agreements (collectively, the “Agreements”) do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreements, copies of which are filed as Exhibits hereto, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Document
   
99.1 Indemnity Agreement with Garry L. Anselmo
99.2 Indemnity Agreement with Stuart McCulloch
99.3 Indemnity Agreement with John Mackay
99.4 Indemnity Agreement with Donald G. Balletto
99.5 Indemnity Agreement with Robert M. Dynes


SIGNATURES

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

December 23, 2009 Silverado Gold Mines Ltd.
     
     
  By: /s/ Garry L. Anselmo,
    Garry L. Anselmo,
    Chief Executive Officer

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