8-K/A

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): September 7, 2010

STANDARD GOLD, INC.

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)

000-14319	84-0991764
(Commission File Number)	(IRS Employer Identification No.)

80 South Eighth Street, Suite 900

Minneapolis, MN  55402

(Address of principal executive offices) (Zip Code)

(612) 349-5277

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

The purpose of this Amendment No. 1 to the Current Report on Form 8-K filed on September 13, 2010, (the “Original 8-K”), is to correct an error under Item 1.01 (c), to reflect the affiliation of the lender to Standard Gold, Inc. This Amendment No. 1 on Form 8-K/A amends and replaces in its entirety the Original 8-K.

Item 1.01  Entry into a Material Definitive Agreement.

(a) Agreement with US American Exploration Inc.

Effective September 7, 2010, Standard Gold, Inc. (the “Registrant”) and US American Exploration Inc. (“USAE”) approved an option agreement (the “Option Agreement”), which specifies terms and conditions by which the Registrant may acquire an interest in the Rex Gold Mine project (“Rex”) located in La Paz County, Arizona.

In order for the Registrant to acquire an irrevocable ten percent (10%) joint venture interest, all of the following must occur as described in the Option Agreement: the Registrant must provide $2,000,000 for expenditures that must begin within five months and be completed within 23 months and has paid the initial $100,000 non-refundable fee.

Additionally, the Registrant can increase its ownership in the joint venture to 40% by providing an aggregate $60,000,000 (with offsets from prior expenditures) and then to 55% with additional funding and/or net smelter royalties. These interests will be subject to pre-existing net profits interests.

The above summary of the Option Agreement is qualified by reference to the actual text of the Option Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference. Attached hereto as Exhibit 99.1 is a press release filed by the Registrant on September 13, 2010 with respect to the announcement of the Rex Gold Mine project.

(b) Promissory Note with Stephen E. Flechner

Effective September 7, 2010, the Registrant issued a promissory note payable to Stephen E. Flechner, who currently serves as the Registrant’s President, in the principal amount of $25,000 with a maturity date of November 30, 2010 and bearing 5% interest (the “Flechner Note”), which was utilized as partial payment for the $100,000 non-refundable fee described above for the Rex Option Agreement.

In addition to the interest payment due under the Flechner Note, the Registrant has arranged for a guaranty (described below) and has granted Mr. Flechner a 0.375% (thirty seven and one half percent of one percent) net smelter return royalty payable quarterly from the Registrant’s share of production from the Rex.

The above summary of the Flechner Note is qualified by reference to the actual text of the Flechner Note, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

(c) Promissory Note with an affiliated shareholder

Effective September 7, 2010, the Registrant issued a promissory note payable to Irwin Gross, (who beneficially holds 6.2% of the Registrant’s common stock) in the principal amount of $50,000 with a maturity date of November 30, 2010 and bearing 5% interest (the “$50,000 Note”), which was utilized as partial payment for the $100,000 non-refundable fee described above for the Rex Option Agreement.

In addition to the interest payment due under the $50,000 Note, the Registrant has arranged for a guaranty (described below) and has granted Mr. Gross a 0.625% (sixty two and one half percent of one percent) net smelter return royalty payable quarterly from the Registrant’s share of production from the Rex.

The above summary of the $50,000 Note is qualified by reference to the actual text of the $50,000 Note, which is filed herewith as Exhibit 10.3 and incorporated herein by reference.

(d) Personal Guaranties provided by Stephen D. King

Pursuant to the Flechner and $50,000 Notes described above, Stephen D. King, who currently serves as the Registrant’s Chief Executive Officer and as a board member, provided personal guaranties for the repayment of these Notes. In exchange for the guaranties, the Registrant issued a 1% (one percent) net smelter return royalty payable quarterly from the Registrant’s share of production from the Rex pursuant to the terms of the guaranty (the “Guaranty & NSR Agreement”).

The above summary of the personal guaranties is qualified by reference to the actual text of the Guaranty & NSR Agreement, which is filed herewith as Exhibit 10.4 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

 (c)  Exhibits.

EXHIBIT	DESCRIPTION
10.1	Option Agreement between the Registrant and US American Exploration Inc, dated September 7, 2010.
10.2	Promissory Note of the Registrant, dated September 7, 2010, in the principal amount of $25,000 issued in favor of Stephen Flechner.
10.3	Promissory Note of the Registrant, dated September 7, 2010, in the principal amount of $50,000 issued in favor of Irwin Gross.
10.4	Guaranty & NSR of Stephen D. King, dated September 7, 2010.
99.1	Press Release dated September 13, 2010.

SIGNATURE

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.

	STANDARD GOLD, INC.
Date: September 17, 2010	By:	/s/ Mark D. Dacko
		Mark D. Dacko
		Chief Financial Officer

EX-10.1

 

Exhibit 10.1

This is an Option Agreement (Option) between Standard Gold Inc (SG) and US American Exploration Inc (USAE) hereinafter collectively the "Parties", concerning the Rex Gold Mine Project ("RGMP") in La Paz County, Arizona (Rex), effective September 7, 2010, on the following terms:

1- This Option shall be binding upon the Parties if USAE receives payment of $100,000 from/on behalf of SG on 9/7/2010 after both parties have exchanged executed copies hereof by fax or email scan.

2- This Option covers the entirety of the RGMP including access and right to use of 17 acres of private land for staging area along Salome Road, and 102 unpatented lode mining claims (known as IER 1-102) covering approximately 2040 contiguous acres of BLM land, and all related records, reports, equipment and improvements (Rex Assets). As part of the $2 million under the JV below, SG will be taking full responsibility for necessary state and federal permitting and cleanup if required as a result of SG operation, use or control of any of the RGMP properties.

3- USAE warrants that IER 1-102 are in good standing, and that required fees will be paid by September 1, 2010 to maintain that status, and that USAE is not aware of any conflicting mining claims, gaps or pending conflicts affecting the claims or related property of the RGMP or Assets (except USAE has disclosed the Spooner claims and the court ruling invalidating them).

4- USAE warrants that (a) it has 100% interest in the IER 1-102 subject to a 30% Turn-key net profit interest held by 600+1- parties (hereinafter the “investors”) pursuant to working interest definition in TURNKEY WORKING INTEREST page attached, and (b) the Investors have invested approximately $30 million in working interests in RGMP plus 3 other projects.

5- USAE grants SG the option to earn a joint venture (JV) interest In the RGMP as follows:

a- 10% irrevocable interest for entering into JV, paying $100,000 above, and spending $2 million on RGMP exploration commencing within 5 months of September 7, 2010 (and completed within 18 months after commencement) and devoted primarily but not exclusively to drilling; provided that this 10% irrevocable interest continues in the Rex Assets even if Rex JV terminated;

b- 30% JV interest for aggregate expenditures of $60 million which includes (i) $2 million above, (ii) credit for half of SG cost if buy out the Investors above, and (iii) bank loans dedicated to achieving production of the RGMP ; provided, that funding described in i, ii, and iii above are all to be completed within 6 years of commencement of investing by SG in RGMP of the $2 million payment in (i) above (except to extent if any delayed by permitting); and note that if the Parties

agree that the results of the $2 million drilling indicates that less than one million ounces of production is anticipated, then the $60 million will be reduced to an amount that the parties mutually agree is appropriate to achieve profitable production;

c- Provided that the above $60 million is being invested by SG consistent with the time table above and consistent with a mutually agreed schedule in the JV agreement for the year after the $2 million, SG will have the right to exercise an option to earn an additional 15% interest in the JV by either paying USAE $37.5 million within three years of commencement of investing by SG in RGMP of the $2 million OR paying USAE $7.5 million within 3 years of commencement of investing by SG in RGMP of the $2 million plus 4% NSR payable on 55% of gold ounces recovered from the RGMP in perpetuity.

6- The parties shall enter into a JV agreement formally detailing the above pursuant to Rocky Mountain Mineral Law Foundation JV Form 5 and other customary appropriate provisions. JV shall be operated via regular Operating Committee meetings voting 55%SG and 45% USAE, with SG as Operator and with John Owen or USAE's designated representative as special advisor/committee member.

7- This option agreement shall be recorded in Arizona, and governed by Arizona law and enforceable in its Courts.

AGREED September 7, 2010

US AMERICAN EXPLORATION INC		STANDARD GOLD INC
BY	/s/ John Owen	BY	/s/ Stephen King
John Owen, President & CEO		Stephen King, CEO
(authorized signatory)		(authorized signatory)

 

USAE

TURNKEY WORKING INTEREST JOINT VNETURES AND TURNKEY WORKING INTEREST PARNERSHIP

VENTURES STRUCTURE

Investors pay an initial capital contribution to the venture. The investment pays for exploration and development costs and expenses up to the amount contributed. All exploration and development costs in excess of the amount invested are the contractual responsibility of USAE (thus the term turnkey).

Once the mine is in production the investors are responsible for all costs and expenses associated with the extraction and sale of the minerals in place including general and administrative (thus the term working interest) in proportion to the percentage owned (not the amount contributed). Once the mine is operating any profits to be distributed would be calculated as follows:

INCOME STATEMENT
Gross Sales	$	100,000,000
Smelter Charges		(10,000,000	)
Net Sales		110,000,000
Mine Operating Costs		(35,000,000	)
Operating Income		75,000,000
Depreciation, Depletion end Amortization		(7,000,000	)
Profit before G&A, WI &Taxes		68,000,000
General and Administrative		(5,000,000	)
Profit before WI &Taxes		63,000,000
Payments to Working Interest Holders		(18,900,000	)
Net Profit before Taxes	$	44,100,000

If the mine incurs losses the investors are responsible to pay their proportionate share or ultimately lose the interest in the mine.

EX-10.2

 

EXHIBIT 10.2

PROMISSORY NOTE, NSR AND GUARANTY

For value received, Standard Gold Inc, a corporation organized and existing under the laws of Colorado (the Maker), hereby unconditionally promises to pay S.E. Flechner or his successors or assigns (Payee), at such address as Payee designates, upon Maker’s receipt of equity or debt financing in excess of $100,000 but in no event later than November 30, 2010 (Maturity Date), the principal sum of Twenty Five Thousand Dollars ($25,000) (the Principal), with annual interest at the rate of five percent (5%) due upon Maturity.

This loan has been made to Maker by way of Payee forwarding the Principal on behalf Maker to help fund the payment required for effectiveness of Maker’s Option Agreement with US American Exploration Inc for the Rex gold mine project, including 102 unpatented lode mining claims (known as IER 1 through 102) covering about 2040 contiguous acres of BLM land in La Paz County, Arizona (Rex Project) . As consideration for such timely financial accommodation to Maker, Maker has arranged for the personal Guaranty below and has agreed to and does hereby grant Payee a 0.375% (thirty seven and one half percent of one percent) Net Smelter Return Royalty (NSR) payable quarterly from Maker’s share of production from the Rex Project.

“Net Smelter Return” means the value for marketable minerals produced from the Rex Project and received by or on behalf of the holder of Maker’s interest in the Rex Project from a purchaser thereof less the following deductions: (a) all charges made by a smelter, mill or other purchaser including, without limiting the generality of the foregoing, treatment, sampling and other charges, penalties and all other deductions; (b) all costs of transportation and insurance of material from Rex Project to the purchaser or otherwise, as directed; (c) all excise severance, sales and/or production taxes applicable for royalty payment; and (d) any other customary out-of-pocket costs of forward sales of Rex Project mineral production. Unless and until Maker sells the majority of its interest in the Rex Project, the Payee’s NSR shall not be deemed to exceed 0.375% of the actual cash flow earned by Maker from the Rex Project. Upon written request from Payee, Maker will promptly execute and record in Arizona a customary Net Smelter Royalty Agreement that publicly records and memorializes Payee’s real property interest as a lien on the Rex Project property.

Stephen D. King (Guarantor) hereby personally guarantees payment of this Note by hereby pledging and unconditionally promising to transfer to Payee 37,500 of Guarantor’s shares of common stock of LKA International Inc (LKAI on OTCBB) if this Note is not timely paid in accordance with its terms. Guarantor warrants that he will continue to own said shares without encumbrance and make them available hereunder until this Note is paid in full.

If this Note and/or its Guaranty is placed with an attorney for collection, holder will be entitled to recover actual reasonable costs of collection including reasonable attorney’s fees.  Maker and Guarantor waive presentment, notice of dishonor and protest, and diligence in collection, and consent that payment may be extended by holder without affecting liability of Maker. Maker and Guarantor will assert no defences to payment hereof except for actual payment hereof. The terms and provisions hereof shall be construed and enforced according to Colorado law in the State Courts where Payee resides.

In witness whereof, this document is duly authorized and executed effective September 7, 2010 by:

Standard Gold Inc (Maker)

By	/s/Stephen D. King
	Stephen D. King, CEO
Stephen D. King (Guarantor)
By	/s/ Stephen D. King
	Stephen D. King, personally
Accepted in reliance on above:
By	/s/ Stephen E. Flechner
	S. E. Flechner, Payee

 

EX-10.3

EXHIBIT 10.3

PROMISSORY NOTE, NSR AND GUARANTY

For value received, Standard Gold Inc, a corporation organized and existing under the laws of Colorado (the Maker), hereby unconditionally promises to pay Irwin Gross or his successors or assigns (Payee), at such address as Payee designates, upon Maker’s receipt of equity or debt financing in excess of $100,000 but in no event later than November 30, 2010 (Maturity Date), the principal sum of Fifty thousand Dollars ($50,000) (the Principal), with annual interest at the rate of five percent (5%) due upon Maturity.

 This loan has been made to Maker by way of Payee forwarding the Principal on behalf Maker to help fund the payment required for effectiveness of Maker’s Option Agreement with US American Exploration Inc for the Rex gold mine project, including 102 unpatented lode mining claims (known as IER 1 through 102) covering about 2040 contiguous acres of BLM land in La Paz County, Arizona (Rex Project) . As consideration for such timely financial accommodation to Maker, Maker has arranged for the personal Guaranty below and has agreed to and does hereby grant Payee a 0.625% (sixty two and one half percent of one percent) Net Smelter Return Royalty (NSR) payable quarterly from Maker’s share of production from the Rex Project.

 “Net Smelter Return” means the value for marketable minerals produced from the Rex Project and received by or on behalf of the holder of Maker’s interest in the Rex Project from a purchaser thereof less the following deductions: (a) all charges made by a smelter, mill or other purchaser including, without limiting the generality of the foregoing, treatment, sampling and other charges, penalties and all other deductions; (b) all costs of transportation and insurance of material from Rex Project to the purchaser or otherwise, as directed; (c) all excise severance, sales and/or production taxes applicable for royalty payment; and (d) any other customary out-of-pocket costs of forward sales of Rex Project mineral production. Unless and until Maker sells the majority of its interest in the Rex Project, the Payee’s NSR shall not be deemed to exceed 0.625% of the actual cash flow earned by Maker from the Rex Project. Upon written request from Payee, Maker will promptly execute and record in Arizona a customary Net Smelter Royalty Agreement that publicly records and memorializes Payee’s real property interest as a lien on the Rex Project property.

 Stephen D. King (Guarantor) hereby personally guarantees payment of this Note by hereby pledging and unconditionally promising to transfer to Payee 62,500 of Guarantor’s shares of common stock of LKA International Inc (LKAI on OTCBB) if this Note is not timely paid in accordance with its terms. Guarantor warrants that he will continue to own said shares without encumbrance and make them available hereunder until this Note is paid in full.

If this Note and/or its Guaranty is placed with an attorney for collection, holder will be entitled to recover actual reasonable costs of collection including reasonable attorney’s fees. Maker and Guarantor waive presentment, notice of dishonor and protest, and diligence in collection, and consent that payment may be extended by holder without affecting liability of Maker. Maker and Guarantor will assert no defences to payment hereof except for actual payment hereof. The terms and provisions hereof shall be construed and enforced according to Colorado law in the State Courts where Payee resides.

In witness whereof, this document is duly authorized and executed effective September 7, 2010 by:

Standard Gold Inc (Maker)
By	/s/ Stephen D. King
	Stephen D. King, CEO
Stephen D. King (Guarantor)
By	/s/ Stephen D. King
	Stephen D. King, personally
Accepted in reliance on above:
By	/s/ Irwin Gross
	Irwin Gross, Payee

EX-10.4

 

EXHIBIT 10.4

Guaranty & NSR

Standard Gold Inc (SDGR), hereby unconditionally agrees with Stephen D. King (Payee) as follows:

Stephen D. King (Payee) has personally guaranteed by pledge of 100,000 shares of stock owned by him in LKA International Inc (LKAI on OTCBB) the loans by Irwin Gross and S.E. Flechner of aggregate $75,000 to assist SDGR in funding timely payment required for effectiveness of SDGR’s Option Agreement with US American Exploration Inc for the Rex gold mine project, including 102 unpatented lode mining claims (known as IER 1 through 102) covering about 2040 contiguous acres of BLM land in La Paz County, Arizona (Rex Project). As consideration for such timely financial accommodation to SDGR, SDGR has agreed to and does hereby grant Payee a 1.0% (one percent) Net Smelter Return Royalty (NSR) payable quarterly from SDGR’s share of production from the Rex Project.

“Net Smelter Return” means the value for marketable minerals produced from the Rex Project and received by or on behalf of the holder of SDGR’s interest in the Rex Project from a purchaser thereof less the following deductions: (a) all charges made by a smelter, mill or other purchaser including, without limiting the generality of the foregoing, treatment, sampling and other charges, penalties and all other deductions; (b) all costs of transportation and insurance of material from Rex Project to the purchaser or otherwise, as directed; (c) all excise severance, sales and/or production taxes applicable for royalty payment; and (d) any other customary out-of-pocket costs of forward sales of Rex Project mineral production. Unless and until SDGR sells the majority of its interest in the Rex Project, the Payee’s NSR shall not be deemed to exceed 1.0% of the actual cash flow earned by SDGR from the Rex Project. Upon written request from Payee, SDGR will promptly execute and record in Arizona a customary Net Smelter Royalty Agreement that publicly records and memorializes Payee’s real property interest as a lien on the Rex Project property.

In witness whereof, this document is duly authorized and executed effective September 7, 2010 by:

Standard Gold Inc (SDGR)
By	/s/ Stephen E. Flechner
Accepted in reliance on above:
By	/s/ Stephen D. King
	Stephen D. King, Payee

 

EX-99.1

 

Standard Gold Announces Gold Project Option Agreement

Monday September 13, 2010, 7:13 am EDT

MINNEAPOLIS—(BUSINESS WIRE)—Standard Gold, Inc. (OTCBB:SDGR) announces that it has executed an option to purchase and earn up to a 55 percent interest (subject to net profits interest) in the Rex gold project in Arizona.

The Rex gold property was drilled in the late 1980s by a major gold producing company. Subsequent to the Rex drilling, gold prices slid downward to $335 by the end of 1992 and $250 by 1999. A total of 2,200 feet was completed in eight vertical diamond drill holes to depths of 200 to 350 feet within an area 1,500 feet by 4,000 feet. Although only selected intervals in the holes were assayed, all eight holes intersected apparent ore-grade gold values over significant down-hole widths. The reported values and geologic context indicate potential for an open-pit-mineable gold deposit.

Interpretations of surface exposures, assays, and available drill data from the Rex project indicate a strong mineralizing system in a complex structural environment with characteristics of detachment-related gold deposits. Detachment-related gold deposits are low- to moderate-temperature hydrothermal gold deposits that form along or near shallowly dipping faults related to crustal extension in the Southwest, including a belt of such deposits in southwestern Arizona. A notable example is Copperstone, Arizona, located about 50 miles west-northwest of Rex, with a total resource of approximately 1.3 million ounces of gold.

“Other detachment gold deposits in the southwest United States that have been successfully mined include the Mesquite Mine, which produced 2.3 million ounces of gold in California’s Mojave Desert,” said Standard Gold President Steve Flechner. “I had the opportunity to play an instrumental role in acquiring, permitting and financing the exploration and development of Mesquite with my former employer, Consolidated Gold Fields of London,” he said. Mr. Flechner added that preliminary gold grade indications at Rex are higher than at Mesquite.

Two experienced geological/mining consultants conducted independent evaluations of the Rex property and both provided recommendations for aggressive exploration drill programs. The Standard Gold technical team plans to re-log and sample the 1980s drill core and expects to follow up with a comprehensive evaluation of the project, including a geochemical survey, geophysical surveys, and significant diamond and reverse-circulation drilling.

Mineralization at Rex appears to be open at depth and along strike, giving excellent exploration potential. As many as six types of mineralization are present, including veins related to diorite dikes, high-angle faults, low-angle faults, and thrust faults; and disseminated mineralization in shale and sandstone related to detachment faults. Disseminated mineralization consists of finely disseminated pyrite and local quartz veins. Rex displays both oxide and sulfide mineralization. Flat-lying zones within 150 to 300 feet of surface with likely low stripping ratios suggest a bulk-mineable opportunity.

The project is located about 90 miles northwest of Phoenix, Arizona, about six miles southeast of Salome, Arizona. The project’s land position consists of 102 unpatented lode mining claims on 2,040 acres.

# # #

About Standard Gold, Inc.

Standard Gold is a minerals exploration and development company. Through our wholly-owned subsidiary, Hunter Bates Mining Corporation, we hold title to the past producing gold mine in Colorado known as the Bates-Hunter Mine. We do not claim to have any mineral reserves at the Bates-Hunter Mine. Our common stock trades on the Over-the-Counter Bulletin Board under the symbol "SDGR." To find out more about Standard Gold, Inc. (OTCBB:SDGR) visit our website at www.standardgoldmining.com.

Forward-Looking Statements and Risk Factors

Certain statements included in this press release may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. Such statements are valid only as of today, and we disclaim any obligation to update this information. These statements are subject to known and unknown risks and uncertainties that may cause actual future experience and results to differ materially from the statements made. These statements are based on our current beliefs and expectations as to such future outcomes. These risks and uncertainties relate to Standard Gold and its affiliates, and include, among others, the ability to obtain or maintain regulatory approvals; the ability to obtain necessary financing; and other risks and uncertainties described in Standard Gold’s filings from time to time with the Securities and Exchange Commission. Standard Gold disclaims any obligation to update its forward-looking statements.

In addition, the exploration for and development of mineral deposits involves significant financial risks, which even experience and knowledge may not eliminate, regardless of the amount of careful evaluation applied to a process. While the discovery of a mineral deposit may result in substantial rewards, few properties are ultimately developed into producing mines. Moreover, we cannot make any estimates regarding probable reserves in connection with any of our projects and any estimates relating to possible reserves are subject to significant risks. Therefore, no assurance can be given that any size of reserves or grades of reserves will be realized. If a discovery is made, the mineral deposit discovered, assuming recoverable, may differ from the reserves already discovered and recovered by others in the same region of the planned areas of exploration. Further, the cost of exploration and exploitation can be extensive and there is no assurance that we will have the resources necessary or the financing available to pursue projects we currently hold interests in or to acquire interests in other mineral exploration projects that may become available. The risks we face are numerous and detailed information regarding these risks may be found in filings made by us with the Securities and Exchange Commission, including our most recent annual report.

Contact:

Standard Gold, Inc., Dan Schustack, 646-278-6787