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): October 25, 2022 (October 25, 2022)
BONANZA GOLDFIELDS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53612 | 26-2723015 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 37th Floor, Singapore Land Tower | |
| 50 Raffles Place | |
| Singapore 048623 | |
| (Address of principal executive offices) | |
+65 6829 7029
(Registrant’s telephone number)
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):
| 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 240.13d-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| Common | BONZ | 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 o
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. o
Item 1.01. Entry into a Material Definitive Agreement.
Bonanza Goldfields Corp., a Nevada corporation (“BONZ”), entered into a Share Swap Agreement with China Information Technology Development Limited (Stock Code: 8178.HK), a company listed in the Stock Exchange of Hong Kong Limited (“CITD”), pursuant to which BONZ agreed to acquire 26,520,386 Ordinary Shares of CITD, constituting approximately 5.15% of the issued share capital of CITD and approximately 4.9% of the enlarged issued share capital of CITD, in consideration of 218,574,609 shares of BONZ’s common stock, constituting approximately 11.25% of the issued and outstanding common stock of BONZ and approximately 0.153% of BONZ’s issued and outstanding common stock and common stock committed to be issued, in accordance with the terms and conditions of that certain Share Swap Agreement, dated October 25, 2022, by and between BONZ and CITD (the “Share Swap Agreement”). The share swap transaction contemplated in the Share Swap Agreement is anticipated to close 90 days from October 25, 2022, or such other later date as is necessary to comply with all applicable rules and regulations of the United States of America and Hong Kong in respect of the share swap transaction.
BONZ will not issue any shares of common stock to CITD until its corporate action to increase its authorized share capital pending with FINRA has been approved.
The foregoing description of the Share Swap Agreement is qualified in its entirety by reference to the Share Swap Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c). Exhibits.
| Number | Exhibit | |
| 10.1 | Share Swap Agreement, dated October 25, 2022, by and between Bonanza Goldfields Corp. and China Information Technology Development Limited. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Bonanza Goldfields Corp. | ||
| Dated: October 25, 2022 | ||
| By: | /s/ Tee Soo Tan | |
| Tee Soo TAN | ||
| Chief Executive Officer | ||
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Exhibit 10.1
| Date: | See Effective Date (as defined in the Appendix) |
| To: | Party A (as defined in the Appendix) |
| From: | Party B (as defined in the Appendix) |
Dear Sirs,
Share Swap — shares of the Target Company (as defined in the Appendix) in exchange for shares of the Proposing Company (as defined in the Appendix) to be made between Party A and Party B and all other parties to this letter (together the "Parties", and each a "Party").
The purpose of this letter (this "Letter") is to confirm that the Parties have agreed to swap shares in the following manner:
| 1. | Party B shall arrange for the Proposing Company to issue and allocate, or arrange to be delivered, with full legal title, free of any rights, interest or any other encumbrances, the Relevant Number (as defined in the Appendix) of the PC Shares (as defined in the Appendix) to, or to the order of, Party A in accordance with the PC Shares Deliveries (as defined in the Appendix) on the Completion Date (as defined in the Appendix). |
| 2. | Party A shall arrange for the Target Company to issue and allocate, or arrange to be delivered, with full legal title, free of any rights, interest or any other encumbrances, the Appropriate Number (as defined in the Appendix) of the Target Shares (as defined in the Appendix) to, or to the order of, Party B in accordance with the Target Shares Deliveries (as defined in the Appendix) on the Completion Date (as defined in the Appendix). |
| 3. | The Parties agree to such other terms and conditions set out in the Appendix. |
| 4. | Each Party hereby agrees and undertakes to all other Parties that it will not and will procure that its agents, officers, employees and advisers will not, at any time after the date of this Letter, without the prior written consent of all other Parties or save as required by law or any rule of any relevant stock exchange body, disclose any information concerning the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of the Target Company or Proposing Company, its agents, officers, employees or advisers by such Party, to any third party (other than those of its agents, officers, employees or advisers as are necessarily required in the course of their duties to receive and acquire such documents, information and/or knowledge under the same duty of confidentiality). For the avoidance of doubt, each Party shall make announcement(s) in respect of this Letter in accordance with the relevant rules, regulations and laws in its applicable jurisdictions, where necessary or desirable. |
| 5. | No Party may assign or transfer any of their rights or obligations under this Letter, without the prior written consent of the other Party. |
| 6. | This Letter shall be governed by, and construed in accordance with, the laws of Hong Kong and the Parties submit to the non-exclusive jurisdiction of the Hong Kong courts. |
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Yours faithfully,
Executed as a deed
for and on behalf of
BONANZA GOLDFIELDS CORP
/s/ Chan Man Chung
CHAN Man Chung
Director
I/We hereby acknowledge and agree to the terms contained in this Letter.
DATED: See Effective Date
Executed as a deed
For and on behalf of
CHINA INFORMATION TECHNOLOGY DEVELOPMENT LIMITED
/s/Wong King Shiu Daniel
WONG King Shiu Daniel
Director
Executed as a deed
by HO WAN LEONG
/s/ Ho Wan Leong
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Appendix
| Term | Definition |
| Party A: | China Information Technology Development Limited (HK:8178) |
| Party B: | Bonanza Goldfields Corp (OTCMKTS: BONZ) |
| Effective Date: | 25th October 2022 |
| Proposing Company: | Party B |
| Relevant Number: | 218,574,609 |
| PC Shares: | Ordinary voting shares of the Proposing Company |
| PC Shares Deliveries: | The PC Shares shall be delivered to SPV A on the Completion Date. |
| SPV A: | King Vision Group Limited |
| Target Company: | Party A |
| Appropriate Number: | 26,520,386 |
| Target Shares: | Ordinary voting shares of the Target Company |
| Target Shares Deliveries: | The Target Shares shall be delivered to Party B on the Completion Date |
| SPV Number: | 1,000 |
| SPV Shares: | Ordinary voting shares of SPV A |
| SPV Holder: | HO Wan Leong |
| SPV Deliveries: | The SPV Holder shall deliver the SPV Number of SPV Shares to Party A on the Completion Date |
| Completion Date: | 90 days from effective date or such other later date as is necessary to comply with all applicable rules, regulations and laws (including those of Hong Kong and the United States of America) to complete the Share Swap. |
| Other Terms and Conditions: | Conditions precedent: (1) the Listing Committee of the Stock Exchange of Hong Kong having granted the listing of, and permission to deal in, the Target Shares; and (2) Party B obtaining the requisite approval from its shareholders, the Securities and Exchange Commission and the Financial Industry Regulatory Authority for increasing the number of Party B's authorized shares to 2.7 billion |
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