Exhibit 10.01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) September 22, 2011 First American Silver Corp. (Exact name of registrant as specified in its charter) Nevada 333-157515 98-0579157 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10900 N.E. 4th Street, Suite 2300, Bellevue, Washington, USA 98004 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (425) 698-2030 n/a (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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On September 22, 2011 First American Silver Corp. ("we", "us", "our", the "Company") entered into a License and Assignment Agreement (the "License Agreement") dated and effective as of September 16, 2011 with our President and director, Thomas J. Menning. Mr. Menning is the successor in interest of the rights of Universal Gas, Inc. and Universal Exploration, Ltd. (together "Universal") pursuant to an Agreement among Universal, Bullion Monarch Company, Polar Resources Co., Camsell River Investments, Ltd., Lameert Management Ltd., and Etel Holdings Ltd. dated May 10, 1979 (the "1979 Agreement"). Pursuant to the License Agreement, we have acquired the rights and obligations of Universal established by the 1979 Agreement and pertaining to 256-square-miles of the Carlin Gold Trend in Elko County, Nevada. Under the terms of the 1979 Agreement and the License Agreement, First American will now be deemed the successor of a specific Right to Participate on a 50 percent basis with ongoing and future projects operated, controlled and/or conveyed by Newmont Mining and Barrick Gold Corporation within the area of interest. Under the terms of the License Agreement, First American will finance the cost of pursuing the rights established in the 1979 Agreement. The distribution of any proceeds will be as follows: After First American has been reimbursed for any and all out-of-pocket expenses, it will share proceeds on an 80/20 percent basis with Mr. Menning. The term of the licensing agreement will be for 10 years with an option to renew for an additional 10 years. Under the terms of the agreement, a notification of assignment to the operator is required. Hence, both Newmont Mining and Barrick Gold Corp. have been notified. ITEM 7.01 REGULATION FD DISCLOSURE On October 6, 2011 we issued a press release announcing our entry into the License Agreement. ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS 10.01 Assignment and License Agreement between Thomas J. Menning and First American Silver Corp. dated September 16 ,2011 and (attached as Schedule "A") the Agreement among Universal Gas, Inc., Universal Exploration, Ltd., Bullion Monarch Company, Polar Resources Co., Camsell River Investments, Ltd., Lameert Management Ltd., and Etel Holdings Ltd. dated May 10, 1979 99.1 Press Release dated October 6, 2011 Announcing License Agreement with Thomas J. Menning. 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. FIRST AMERICAN SILVER CORP. /s/ Thomas J. Menning ---------------------------------- Thomas J. Menning President and director Date: October 7, 2011 2
Exhibit 99.1
FOR IMMEDIATE RELEASE
FIRST AMERICAN SILVER CORP. SIGNS LICENSING AGREEMENT AFFECTING AN AREA OF 256
SQUARE MILES ON THE CARLIN TREND
RENO, NV - October 6, 2011 - First American Silver Corp. (OTCBB: FASV) is
pleased to have entered into a licensing agreement for rights established in a
May 10, 1979 agreement affecting 256-square-miles of the Carlin Trend in Elko
County, Nevada.
Under the terms of the 1979 agreement, First American will now be deemed the
successor of a specific Right to Participate on a 50 percent basis with ongoing
and future projects operated, controlled and/or conveyed by Newmont Mining and
Barrick Gold Corporation within the area of interest.
Under the terms of the licensing agreement, First American will finance the cost
of pursuing the rights established in the 1979 agreement. The distribution of
any proceeds will be as follows: After First American has been reimbursed for
any and all out-of-pocket expenses, it will share proceeds on an 80/20 percent
basis with the licensor. The term of the licensing agreement will be for 10
years with an option for an additional 10 years.
C.E.O. Thomas J. Menning said, "The location of the area of interest created in
the 1979 agreement is in one of the most prolific gold-producing areas in the
state of Nevada, and for that matter the world. We are very excited about this
opportunity." (HOST LINK TO THE MAP OF THE AREA OF INTEREST)
Notice: UNDER THE TERMS OF THE AGREEMENT, A NOTIFICATION OF ASSIGNMENT TO THE
OPERATOR IS REQUIRED. HENCE, BOTH NEWMONT MINING AND BARRICK GOLD CORP. HAVE
BEEN NOTIFIED.
For further information, please contact First American Silver Corp. at (775)
323-3278 or www.firstamericansilver.com. Copies of the May 10, 1979 Agreement
and the licensing agreement have been posted to the website.