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 5, 2013
Global Gold Corporation
(Exact name of registrant as specified in its charter)
Delaware |
02-69494 |
13-3025550 |
(State or other jurisdiction |
(Commission |
(IRS |
of incorporation) |
File Number) |
Identification No.) |
555 Theodore Fremd Avenue, Rye, NY |
10580 |
(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 1.01 Entry into a Material Definitive Agreement
On September 5, 2013, Global Gold Corporation (“GGC” and “the Company”) through its majority owned subsidiary Global Gold Consolidated Resources Limited, a Jersey Island private limited liability company (“GGCRL”), concluded a Binding Heads of Agreement contract with Signature Gold Limited of Sydney Australia (“Signature”) to merge the Armenian and Australian gold projects, into the renamed Global Signature Gold entity planned to be listed on the Australian Stock Exchange.
Signature is focused on Intrusive Related Gold System properties in Queensland, Australia and will be contributing its Mount Cassidy; Last Chance Day Dawn; Specimen Hill; Maxwellton; Fletcher’s Awl; Outer Rim; and Mosquito Hill gold projects. GGCRL will be contributing its Toukhmanuk and Getik gold projects in Armenia. GGCRL shall receive $80 million USD in shares plus up to $8 million in cash or shares for debt repayment; Signature shall receive $15 million AUD for its contributions. Closing is planned for October 30, 2013, and the closing is dependent on due diligence, regulatory, relevant lender, and corporate approvals, all as further described in exhibit 10.1 below.
More information on Signature Gold and its projects can be found at http://www.signaturegold.com.au/IRM/content/default.aspx and more information on GGCRL and Global Gold Corporation can be found at http://www.globalgoldcorp.com/
Item 8.01 Other Events
On September 10, 2013, the Company issued a press release to announce the conclusion of a Binding Heads of Agreement contract to merge Global Gold Consolidated Resources Limited and Signature Gold Limited.
Item 9.01 Exhibits
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Exhibit No. |
Description |
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10.1 |
Material Agreement – Heads of Agreement contract to merge Global Gold Consolidated Resources Limited and Signature Gold Limited |
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99.1 |
Press release of Global Gold Corporation announcing the merger terms for Global Gold Consolidated Resources Limited and Signature Gold Limited |
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: September 10, 2013 |
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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Exhibit 10.1
HEADS OF AGREEMENT
GLOBAL SIGNATURE GOLD
MERGER OF GGCRL MINING LLC AND SIGNATURE GOLD LTD
No. |
Heading |
Term |
1 |
Parties |
(a) Signature Gold Limited of Suite 1, Level 5, 71 Macquarie Street, Sydney NSW Australia 2000 ( SG )
(b) Global Gold Consolidated Resources Limited of Ogier House, The Esplanade, St Helier, Jersey, JE49WG ( GGCRL ).
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2 |
Background -GGCRL |
(a) GGCRL holds all the shares of GGCR Mining LLC (a Delaware Corporation) ( Company ).
(b) The Company legally and beneficially holds all the shares of Mego Gold LLC ( Mego ) and Getik Mining Co LLC ( Getik ) (each a Delaware Corporation).
(c) Mego holds the Toukhmanuk mining licence and Toukhmanuk Exploration License and Getik holds the Getik Exploration Licence, located in Armenia (collectively, Tenements ).
(d) By acquiring all the shares of the Company under this Heads of Agreement ( HOA ), SG intends to gain 100% control of the Company and hence of Getik and Mego. This will give SG exclusive control and benefit of the Tenements.
(e) Global Gold Corporation ( GGC )(a Delaware corporation which is registered with the U.S. SEC, is publicly traded, and is the 100% owner of Global Gold Armenia, LLC which in turn is the 100% owner of Global Gold Mining, LLC.
(f) Consolidated Resources Armenia Limited ( CRA ) (a limited liability company registered in the Cayman Islands and beneficially owned by Consolidated) currently holds 49% and GGC currently holds 51% of the shares of the GGCRL pursuant to an April 2011 Joint Venture Agreement and other documents which GGC has filed with the United States SEC, including the July 5, 2013 agreements granting a 10% option to Jacero Holdings Limited in the GGCRL or alternately Mego Gold, LLC. GGC intend to distribute 75% of its 51% share holding of Global Signature Gold Ltd to its shareholders pro rata at closing.
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3 |
Background - SG |
(a) SG is an unlisted public company that holds gold exploration tenements in Australia. SG owns the following gold projects in Queensland, Australia: Mount Cassidy; Last Chance Day Dawn; Specimen Hill; Maxwellton; Fletcher’s Awl; Outer Rim; and Mosquito Hill
(b) SG has undergone substantial listing preparation with legal and accounting due diligence completed and independent expert reports prepared. SG can be quickly brought into compliance for an ASX listing and provides an ideal vehicle for the consolidation of assets prior to an initial public offering (IPO).
(c) It is the intention of the Parties to list the merged company, Global Signature Gold Ltd on the ASX as soon as possible subject to market conditions. |
No. |
Heading |
Term |
No. |
Heading |
Term |
8 |
Conditions Precedent |
Conditions Precedent to Completion
Completion will be subject to the following conditions precedent ( Conditions ):
(a) SG being satisfied in its sole discretion with its due diligence enquiries into the Company, its subsidiaries, the Tenements and all other related matters (condition for the benefit of SG);
(b) GGCRL being satisfied in its sole discretion with its due diligence enquiries into SG all other related matters (condition for the benefit of GGCRL);
(c) SG and GGCRL agreeing on the composition of the board of SG as from Completion as (1) Van Krikorian, (2) David Premraj, (3) Ian Hague, (4) Brett Boynton, (5) Anthony McLellan;
(d) The consent, if required: (i) of the parties to of the July 5, 2013 Toukhmanuk mine Operating, Debt Facilities, Share Option and related agreements; and (ii) ABB bank in Armenia;
(e) The Parties shall obtain all required regulatory and shareholder approvals for the execution, implementation and completion of this HOA and the merger; and
(f) GGC and CRA shall obtain all necessary regulatory approvals for the distribution in specie of the Global Signature Gold, Ltd. Shares to be issued to it on the Completion Date;
Failure to satisfy conditions precedents by 31 October 2013 will results in a termination of this HOA.
Notices
Unless the party for whose benefit each Condition is stated to be included notifies all the other parties in writing of the non-satisfaction of each Condition by the date set out above for satisfaction or waiver, the Condition will be taken to have been satisfied.
Compliance with License Terms
The Parties confirm that the merged entity shall comply with all applicable license terms and good governance provisions.
Conduct Pending Completion
So long as this HOA is in effect and pending Completion, neither Party shall incur new liabilities outside the ordinary course of business without the other’s consent.
Best Endeavours
SG and GGCRL must use their respective best endeavours to ensure that the Conditions are satisfied on or before the dates set out above for satisfaction or waiver (although there is no obligation on a party to waive any Condition).
Waiver
A Condition can only be waived by a party for whose benefit it is stated to have been included and in writing on notice to the other parties by the date set for satisfaction or waiver.
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9 |
Access |
The Parties must allow their employees, agents and representatives reasonable access to the books and records of one another and to the Tenements at all reasonable times before Completion to enable them to become familiar with the business and the affairs of one another, investigate the accuracy of the Warranties and conduct due diligence investigations.
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10 |
Confidentiality |
No party will make any public announcement regarding the contents of this HOA except with the written consent of the other parties (which must be given or refused acting reasonably and within a reasonable time) or as required by law.
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Executed as an agreement
Executed by |
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Signature Gold Limited by:
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/s/ Brett Boynton | /s/ Peter Prentice | |||||
Brett Boynton Director |
Peter Prentice Director |
Executed by |
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Global Gold Consolidated Resources Limited by:
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/s/ Caralapati Premraj | /s/ Van Krikorian | |||||
Caralapati Premraj Director |
Van Krikorian Director |
Exhibit 99.1
GLOBAL GOLD CONSOLIDATED RESOURCES LIMITED JV AND SIGNATURE GOLD LIMITED CONCLUDE
MERGER TERMS
RYE, NY--(Marketwire –September 10, 2013) - Global Gold Corporation (OTCQB: GBGD) is pleased to announce that on September 5, 2013 its Global Gold Consolidated Resources Limited joint venture (GGCRL), concluded a Binding Heads of Agreement contract with Signature Gold Limited of Sydney Australia (Signature) to merge the Armenian and Australian gold projects, into the renamed Global Signature Gold entity planned to be listed on the Australian Stock Exchange. Signature is focused on Intrusive Related Gold System properties in Queensland, Australia and will be contributing its Mount Cassidy; Last Chance Day Dawn; Specimen Hill; Maxwellton; Fletcher’s Awl; Outer Rim; and Mosquito Hill gold projects. GGCRL will be contributing its Toukhmanuk and Getik gold projects in Armenia. GGCRL shall receive $80 million USD in shares plus up to $8 million in cash or shares for debt repayment; Signature shall receive $15 million AUD for its contributions. Closing is planned for October 30, 2013, and the closing is dependent on due diligence, regulatory, relevant lender, and corporate approvals. More information on Signature Gold and its projects can be found at http://www.signaturegold.com.au/IRM/content/default.aspx and more information on GGCRL and Global Gold Corporation can be found at http://www.globalgoldcorp.com/
Forward-looking Statements — To the extent that statements in this press release are not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this release are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made.
Cautionary Note to U.S. Investors -- All mineral reserves have been estimated and disclosed in accordance with the definition standards on mineral resources and mineral reserves of the Republic of Armenia State Natural Resources Agency as provided by the Republic of Armenia's Regulation for Applying Reserves Classification for Gold Deposits or pursuant to other foreign, international, and non-United States standards.
United States reporting requirements for disclosure of mineral properties are governed by the United States Securities and Exchange Commission "SEC" Industry Guide 7. Armenian, other foreign, international, and Guide 7 standards may not be consistent. The United States Securities and Exchange Commission limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. We use terms such as "reserves," "resources," "geologic resources," "proven," "probable," "measured," "indicated," or "inferred," which may not be consistent with the reserve definitions established by the SEC. U.S. investors are urged to consider closely the disclosure in our Form 10-K. You can review and obtain copies of these filings from our website or at www.sec.gov/edgar.shtml . Investors are cautioned not to assume that any part or all of mineral resources will ever be confirmed or converted to Guide 7 compliant "reserves." Copies of the agreements referenced above will be available in GGC’s SEC filings.
Global Gold Corporation www.globalgoldcorp.com is an international gold exploration, development, and mining company headquartered in the United States and has been active primarily in gold and silver mining in Armenia since 1995 and in Chile since 2003. The Company is committed to building shareholder value and maintaining social and environmental responsibilities. GGCRL is a joint venture to own and develop the Toukhmanuk and Getik properties in Armenia in which GGC currently owns 51% as reported in September 2012. The Directors of GGCRL are Messrs. Krikorian and Caralapati Premraj. The officers of GGCRL are: Mr. Van Krikorian, Executive Chairman; Mr. Jan Dulman, Financial Controller/CFO/Treasurer; and Mr. Ashot Boghossian Armenia Managing Director, with Ogier Corporate Services (Jersey) Limited continuing as secretary of the Company
Contact:
Global Gold Corporation
International Corporate Center at Rye
555 Theodore Fremd Avenue, Suite C208
Rye, New York 10580
Tel: 914-925-0020
Fax: 914-925-8860
ggc@globalgoldcorp.com
www.globalgoldcorp.com
Source: Global Gold Corporation