Lode-Star Mining Inc. (Form: 8-K, Received: 01/14/2022 16:54:59)

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): January 14, 2022

LODE-STAR MINING INC.

(Exact name of registrant as specified in its charter)

Nevada		000-53676		47-4347638
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1 East Liberty Street, Suite 600

Reno, NV

89501

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (775) 234-5443

Former name or former address, if changed since last report: N/A

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets

On January 14, 2022, Lode-Star Mining Inc. (the “Company”) entered into a settlement and termination agreement (the “Settlement Agreement”) with Lode Star Gold, Inc., a private Nevada corporation and the former controlling shareholder of the Company (“LSG”), in order to terminate the mineral option agreement between the parties dated October 4, 2014, as amended on October 31, 2019 (together, the “Option Agreement”).

Pursuant to the Option Agreement, the Company acquired the sole and exclusive option to earn up to an 80% undivided interest in and to those mineral claims owned by LSG and located in the State of Nevada known as the Goldfield Bonanza Project (the “Property”). On December 11, 2014, the Company acquired a 20% undivided interest in and to the Property by issuing 35,000,000 shares of its common stock to LSG. In order to earn the additional 60% interest in the Property (which was separated into two tranches of 30%), the Company was required to complete certain actions including the following:

paying LSG an aggregate of $10 million in cash from the Property’s mineral production proceeds in the form of a NSR royalty;

paying LSG all accrued and unpaid penalty payments under the original Option Agreement;

repaying to LSG (i) all loans, advances or other payments made by LSG to the Company and (ii) all expenditures on the Property funded by or on behalf of LSG until the date on which certain payments had been completed; and

funding all expenditures on the Property until certain payments had been completed.

The Settlement Agreement provides for the immediate termination of the Option Agreement (with the exception of certain standard provisions that will survive according to their terms); the forgiveness by LSG of all amounts owing by the Company to LSG thereunder, which includes approximately $2.224 million in accrued, unpaid penalty and other payments; and the return to LSG of the Company’s 20% undivided interest in and to the Property. The Settlement Agreement also includes a broad mutual release.

Importantly, LSG is not required to surrender any portion of the 35,000,000 shares of the Company’s common stock that LSG previously received in consideration for selling the Company its initial 20% interest in and to the Property.

The foregoing description of the Settlement Agreement includes a summary of all the material provisions but is qualified in its entirety by reference to the complete text of the Settlement Agreement included as Exhibit 10.9 to this report and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

Exhibit Number	Exhibit Description
10.9	Settlement and Termination Agreement between the Company and LSG dated January 14, 2022

99.1	Press release, dated January 14, 2022

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: January 14, 2022	LODE-STAR MINING INC.

	By:	/s/ Mark Walmesley
		Mark Walmesley
		President, Chief Executive Officer, Chief Financial Officer, Director

Exhibit 10.9

SETTLEMENT AND TERMINATION AGREEMENT

THIS SETTLEMENT AND TERMINATION AGREEMENT (this “Agreement”) is dated as of January 14, 2022

BETWEEN:

LODE STAR GOLD, INC., a Nevada corporation having an address at 13529 Skinner Road, Suite N, Cypress, TX 77429

(the “Optionor”)

AND:

LODE STAR MINING INC., a Nevada corporation having an address at 1 East Liberty Street, Suite 600, Reno, NV 89501

(the “Optionee”)

WHEREAS:

The Optionor and the Optionee are parties to a mineral option agreement dated effective October 4, 2014, as amended on October 31, 2019 (together, the “Option Agreement”);

Pursuant to the Option Agreement, on December 11, 2014, the Optionee issued 35,000,000 shares of the Optionee’s common stock (collectively, the “Shares”) to the Optionor in consideration for a 20% undivided interest in and to the property that is the subject of the Option Agreement (the “Interest”);

The Optionee is presently in default of certain of its obligations under the Option Agreement; and

The parties desire to enter into this Agreement in order to, among other things, formally terminate the Option Agreement and settle all outstanding matters between them of whatever kind or nature.

NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

The Option Agreement is hereby terminated, with the effect that, among other things, all representations, warranties, covenants and agreements of the parties set forth therein shall be of no further force or effect except as set forth in Section 17.8 of the Option Agreement. For greater certainty, the parties acknowledge and confirm that, notwithstanding the language in Section 12.2 of the Option Agreement, the Option Agreement remained in full force and effect up to the date hereof.

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In connection with the foregoing termination, and in consideration for the surrender of the Interest by the Optionee to the Optionor, which surrender is being completed concurrently herewith, the Optionor hereby agrees to forgive an aggregate of $2,223,894, or such other sum as may be owing by the Optionee to the Optionor in accrued, unpaid indebtedness under the Option Agreement as of the date hereof (the “Debt”), whichever is greater, and fully, finally, irrevocably and unconditionally releases, remises, acquits and discharges the Optionee from its obligation to repay the Debt.

Each party on behalf of itself and its respective directors, officers, employees, agents, attorneys, parent companies, subsidiaries, affiliated companies, predecessors, successors and assigns (collectively, “Affiliates”), hereby releases, acquits and forever discharges the other party and its Affiliates from any and all actions, causes of action, suits, claims, proceedings, demands, losses, debts, liabilities, obligations, promises, acts, omissions, agreements, costs, charges, expenses, damages and injuries, of whatever kind or nature and however arising, whether known or unknown, suspected or unsuspected, fixed or contingent (collectively, “Claims”), which one party now has or at any time hereafter can, shall or may have against the other party and its Affiliates, by reason of or arising out of any cause, act, deed, contract, matter, thing or omission related to the Option Agreement including, for greater certainty, the Debt.

Each party acknowledges that the foregoing mutual release does not constitute any admission of liability whatsoever on the part of either party.

For the consideration expressed herein, each party agrees not to solicit, encourage, fund or assist any third party to initiate or continue any Claim against the other party and its Affiliates related to the matters described herein. In addition, each party agrees not to initiate or continue any Claim against any other person who might claim contribution or indemnity from the other party, either in the State of Nevada or elsewhere.

Each party shall defend, indemnify and hold the other harmless from and against any and all Claims (including penalties and attorneys’ fees) which are incurred or suffered by or imposed upon the other party arising out of or relating to (a) any failure or breach by the party to perform any of its covenants, agreements or obligations under this Agreement, or (b) any inaccuracy or incompleteness of any representation or warranty of the party contained in this Agreement or in any document delivered in connection herewith.

Each party represents and warrants to the other party that: (a) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and the performance of its obligations hereunder do not and will not violate any agreement to which it is a party or by which it is bound; and (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

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Each party further represents and warrants that: (a) there has been no assignment or transfer of or giving of a security interest in or encumbrance upon any interest in any Claim which such party or its Affiliates may have against the other party; (b) such party has (i) carefully read and understands the contents of this Agreement; (ii) received independent legal advice from counsel of such party’s choosing in connection with the subject matter hereof, and such advice is reflected in the provisions of this Agreement; and (iii) not been influenced to any extent whatsoever in doing so by the other party or any other person, except for those representations, statements and promises expressly set forth herein.

Each party agrees to perform and instruct its agents to perform such further acts, to execute such further documents and to do such further and other things as may appropriate, necessary or desirable to carry out the full intent and meaning of this Agreement.

10.

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and the contents of this Agreement constitute a binding contract and nothing herein contained is a mere recital.

11.

This Agreement shall inure to the benefit of and be binding upon the parties and their respective Affiliates.

12.

In the event that any provision of this Agreement is held to be void, voidable or unenforceable, the remaining provisions hereof shall remain in full force and effect.

13.

Each person executing this Agreement on behalf of a party represents and warrants that such person is authorized to execute this Agreement on behalf of that party and that the execution of this Agreement is the lawful act of each of that party and therefore binds that party.

14.

This Agreement may only be amended, assigned or transferred with the express written consent of each of the parties.

15.

All references to currency in this Agreement are to United States dollars.

16.

This Agreement may be executed and delivered electronically and in any number of counterparts, each of which constitute an original and all of which together shall constitute one and the same agreement.

17.

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and the federal laws of the United States of America applicable therein.

[remainder of page left intentionally blank; signature page follows]

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

LODE-STAR GOLD, INC.		LODE STAR MINING INC.

By:		By:
	Name: Lonnie Humphries		Name: Mark Walmesley
	Title: President		Title: CEO

Exhibit 99.1

Lode-Star Mining, INC

1 East Liberty Street

Suite 600

Reno, NV 89501

Tel -1-775-234-5443

info@lode-starmining.com

Lode-Star Mining Announces Termination of Goldfield Bonanza Project Option

Reno, Nevada – January 14, 2022 – Lode-Star Mining Inc. (“Lode-Star” or the “Company”) (OTCQB:LSMG) announces that the Company has entered into a settlement and termination agreement (the “Settlement Agreement”) with Lode Star Gold, Inc., the former controlling shareholder of the Company (“LSG”), in order to terminate the mineral option agreement between the parties (the “Option Agreement”) pursuant to which the Company acquired its interest in the Goldfield Bonanza Project located near Goldfield, Nevada (the “Property”).

Pursuant to the Settlement Agreement, which is dated as of January 14, 2022, the Company and LSG have agreed to the immediate termination of the Option Agreement (other than certain standard provisions that will survive according to their terms), with the result that the Company will return its 20% undivided interest in and to the Property to LSG. In exchange, LSG has agreed to forgive all amounts owing by the Company to LSG under the Option Agreement, which includes approximately $2.224 million in accrued, unpaid penalty and other payments. The Settlement Agreement also includes a broad mutual release.

Importantly, the Settlement Agreement does not require LSG to surrender any portion of the 35,000,000 shares of the Company’s common stock that LSG previously received in consideration for selling the Company its 20% interest in the Property.

Mark Walmsley, President, noted “We thank Lode Star Gold for its financial relief as this significantly helps the Company move forward in its new direction.”

As disclosed in the Company’s news release dated December 30, 2021, Lode-Star recently completed the acquisition of a suite of intellectual property and related assets from Sapir Pharmaceuticals, Inc. (“Sapir”), and in particular, all of Sapir’s assets used in connection with the proprietary stabilized formulation of the Epigallocatechin-gallate (EGCG) molecule for further pharmaceutical development. The molecule is an antioxidant polyphenol with a variety of potential profound health benefits.

Contacts for Lode-Star Mining INC.

Mark Walmesley

President

Lode-Star Mining Inc.

phone : (775) 234-5443

e-mail : markw@lode-starming.com

Forward Looking Statements

This news release may contain forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause LSMG's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Forward-looking statements reflect LSMG's current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. Except as required by law, LSMG assumes no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.