- Current report filing (8-K)
05 Dezembro 2012 - 6:48PM
Edgar (US Regulatory)
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)
November
28, 2012
GOLD AND GEMSTONE MINING
INC.
(Exact name of registrant as specified in its
charter)
Nevada
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000-54700
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98-0642269
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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2144 Whitekirk Way, Draper, Utah
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84020
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(801)
882-1179
__________________________________________________
(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))
2
Item 1.01
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Entry Into Material Definitive Agreement
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On November 28, 2012, Gold and GemStone Mining Inc. (we,
us, our) entered into two separate agreements for the exploration and
development of mineral properties in Africa. The agreements are summarized as
follows:
1.
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Joint venture agreement between our company and TTM
Global Enterprises Ltd., a company incorporated under the laws of the U.K.
(the TTM JV). This agreement relates to the investment by our company
into a 30% interest in mining operations in Siguiri, Guinea, Africa. The
term of the agreement is 90 days, within which we are required to provide
financing of $1,500,000 and take on the financial responsibilities for all
administrative fees associated with operations on the property. Of the
$1,500,000, $250,000 is a fee to TTM Global Enterprises for acquiring the
30% interest in the property. The $250,000 is to be delivered to TTM
Global Enterprises within 30 days of signing the TTM JV and the remaining
$1,250,000 must be provided within 90 days. If we are not able to provide
the required funds, the agreement terminates.
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2.
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Joint venture agreement between our company and Blue
Orange Mining Limited, a company incorporated under the laws of Ghana (the
Blue Orange JV). This agreement relates to the investment by our company
into a 50% interest in thirteen gold concessions within the Ashanti-belt
in Ghana. The term of the agreement is 90 days, within which we are
required to provide financing of $5,000,000 towards the joint venture. Of
the $5,000,000, $500,000 is a fee payable to Blue Orange Mining Limited
for acquiring the 50% interest in the concessions. The $500,000 is to be
delivered to Blue Orange Mining Limited within 30 days of signing the TTM
JV and the remaining $4,500,000 must be provided within 90 days. If we are
not able to provide the required funds, the
agreement terminates.
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The foregoing descriptions of the TTM JV and the Blue Orange JV
are all qualified in their entirety by the contents of the agreements attached
as exhibits to this current report. Due to conditions precedent to closing,
specifically the financial obligations required of our company, and the risk
that these conditions precedent will not be satisfied, there is no assurance
that we will be able to close any of these agreements and acquire an interest in
the properties.
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.
GOLD AND GEMSTONE MINING INC.
/s/ Charmaine
King
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Charmaine King
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President and Director
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Date: December 5, 2012
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