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) March 2, 2012
Global Gold Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
02-69494 |
13-3025550 |
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(State or other jurisdiction |
(Commission |
(IRS |
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of incorporation) |
File Number) |
Identification No.) |
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555 Theodore Fremd Avenue, Rye, NY |
10580 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code (914) 925-0020
(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 (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 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On March 2, 2012, Retired Justice Herman Cahn, the arbitrator in the New York City arbitration between Caldera Resources, Inc. (“Caldera”) and Global Gold issued an interim decision noting that “on January 19, 2012, I signed an order which, for the limited period of time set forth in that order, prohibited in the parties' sale, transfer, pledge, assignment, encumbrance, or hypothecation of any rights, title, shares, or interests in Marjan-Caldera LLC, a Delaware Limited Liability Company (“Marjan-Caldera”), the Marjan Mining Company LLC of the Republic of Armenia…” and “the January 19, 2012 Order, among other things, stated that it will not affect 'any other judicial proceeding or enforcement of any other judicial proceeding,' and that it was 'not intended as a stay of any court proceedings in any other court, including those courts in the United States or in the Republic of Armenia,” and decreeing:
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1. |
The November 17, 2011 and January 19, 2012 Order of the Arbitrator are and shall remain in full force and effect. |
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2. |
Global Gold shall be permitted to “enter” or file the Armenian Decision in the courts of the Republic of Armenia. |
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Pending the decision on liability in the Arbitration, Global Gold, shall not take any affirmative action in furtherance of the sale, transfer, pledge, assignment, encumbrance, or hypothecation of any rights, title, shares, or interests in Marjan Mining, Marjan Caldera, the Marjan property and/or the Marjan License. |
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Nothing herein shall prevent Global Gold's agent Ashot Boghossian from serving as General Director of Marjan Mining. |
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To the extent any question arises about other actions either party feels is required to enter and enforce the decision of the Armenian courts, the party may move to amend this Order. |
all as more particularly set out in exhibit 10.3, below.
On March 2, 2012, in accordance with the time limit imposed by Armenian law, the State Registry of the Republic of Armenia issued a new certificate reinstating Global Gold Mining, LLC, a wholly owned subsidiary of Global Gold Corporation, as the 100% owner of the Marjan Mining Company and Mr. Ashot Boghossian as the General Director of Marjan Mining. The online summaries of the Registry's corrected records are available at www.e-register.am/en/companies/73713 .
Final decisions in the New York arbitration are still pending.
On March 1, 2012, United States Federal District Judge, Kenneth Karas, for the Southern District Court of New York also denied the petition of Caldera Resources, Inc. for an Order to Show Cause against Global Gold.
Earlier, on February 23, 2012, Global Gold Corporation issued a press release announcing that in three final, non-appealable decisions issued and effective February 8, 2012 the Armenian Court of Cassation affirmed the July 29, 2011 Armenian trial court and December 12, 2012 Court of Appeals decisions which ruled that Caldera's registration and assumption of control through unilateral charter changes of the Marjan Mine and Marjan Mining Company, LLC were illegal and that ownership rests fully with Global Gold Mining.
Global Gold reiterates that it assumes no responsibility for any information disseminated by Caldera Resources, Inc. related to the Armenian Court Decisions, the arbitration proceedings in New York City, or related matters.
Item 9.01 Exhibits
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Exhibit No. |
Description |
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10.3 |
March 2, 2012 Order of the Arbitrator |
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.
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Dated: March 2, 2012 |
Global Gold Corporation |
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By: |
/s/ Van Z. Krikorian |
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Name: |
Van Z. Krikorian |
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Title: |
Chairman & Chief |
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Executive Officer |
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AMERICAN ARBITRATION ASSOCIATION
INTERNATIONAL CENTER DISPUTE RESOLUTION
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CALDERA RESOURCES INC.,
Claimant/Cross-Respondent,
-against- |
ORDER OF THE ARBITRATOR
AAA No. : 50 180 00674 10 |
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GLOBAL GOLD MINING LLC and GLOBAL GOLD CORPORATION,
Respondents/Cross-Claimant. |
Presiding Arbitrator: Hon. Herman Cahn |
The above captioned parties, Caldera Resources Inc. (hereinafter "Caldera") and Global Gold Mining, LLC and Global Gold Corporation (collectively, "Global Gold") (collectively the "Parties") are before this tribunal on issues related to a certain joint venture agreement, dated March 24, 2010 (hereinafter the "JV Agreement")
WHEREFORE, the Parties are engaged in an arbitration proceeding (the "Arbitration") before the undersigned (the "Arbitrator") as required by the JV Agreement; and
WHEREFORE, the Parties have completed the introduction of evidence in the Arbitration, each party has served Post-Arbitration Hearing Memoranda and Replies, and the Parties engaged in an oral argument on January 19, 2012 before the Arbitrator; and
WHEREFORE, on January 19, 2012, I signed an order which, for the limited period of time set forth in that order, prohibited the parties' sale, transfer, pledge, assignment, encumbrance, or hypothecation of any rights, title, shares, or interests in Marjan-Caldera LLC, a Delaware Limited Liability Company ("Marjan-Caldera"), the Marjan Mining Company LLC of the Republic of Armenia, registered on February 2, 2010, State Registration Number 273.110.05412 ("Marjan Mining"), and/or any asset of Marjan-Caldera and/or any asset of the Marjan Mining Company, including, but not limited to, any and all licenses and/or property interests, including License Number HAL-14/526(the "License"), related in any way to the Marjan project, located in southwestern Armenia along the Nakichevan border in the Syunik province and further defined in the JV Agreement (the "January 19, 2012 Order"); and
WHEREFORE, the January 19, 2012 Order, among other things, stated that it will not affect "any other judicial proceeding or enforcement of any other judicial proceeding," and that it was "not intended as a stay of any court proceedings in any other court, including those courts in the United States or in the Republic of Armenia"; and
WHEREFORE, the Arbitrator has been advised that the Court of Cassation of the Republic of Armenia issued three Orders effective February 8, 2012 upholding lower court orders which held that the registration of the shares of Marjan Mining to Marjan-Caldera and amendments made to the charter of Marjan Mining effected in or about August 2010 the were improper (the "Armenian Decision"); and
WHEREFORE, the parties have informed me as the Arbitrator that Global Gold intends to take certain acts as a result of and pursuant to the Armenian Decision:
NOW, THEREFORE,
Pursuant to Rule 43 (b) of the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association ("AAA"):
[i]n addition to a final award, the arbitrator may make other decisions, including interim, interlocutory, or partial rulings, orders, and awards. In any interim, interlocutory, or partial award, the arbitrator may assess and apportion the fees, expenses, and compensation related to such award as the arbitrator determines is appropriate.
See AAA Rule 43(b).
Pending further Order of the Arbitrator, I hereby order, declare, and decree the following:
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The November 17, 2011 and January 19, 2012 of the Arbitrator are and shall remain in full force and effect. |
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Global Gold shall be permitted to "enter" or file the Armenian Decision in the courts of the Republic of Armenia. |
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Pending the decision on liability in this Arbitration, Global Gold, shall not take any affirmative action in furtherance of the sale, transfer, pledge, assignment, encumbrance, or hypothecation of any rights, title, shares, or interests in Marjan Mining, Marjan Caldera, the Marjan property and/or the Marjan License. |
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Nothing herein shall prevent Global Gold's agent Ashot Boghossian from serving as General Director of Marj an Mining. |
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To the extent any question arises about other actions either party feels is required to enter and enforce the decisions of the Armenian courts, the party may move to amend this Order. |
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Dated: |
New York, New York
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SO ORDERED
/s/ Herman Cahn |
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Honorable Herman Cahn |
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