Comstock Inc (LODE)

[sakomoney]

GOLDSPRING INC: 8-K, Sub-Doc 1, Page 2



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Item 1.01 Entry into a Material Definitive Agreement

As of June 27, 2008, the Company entered into a Loan Agreement with John Winfield and affiliates (“Winfield”) pursuant to which Winfield has agreed to loan the Company $2,500,000 no later than December 31, 2008 through issuance of a series of secured notes (“Notes”). The Notes bear interest at the rate of 11% per annum, and interest is payable quarterly in either cash or Company common stock, at 85% of market price, at the Company’s option. The term of the Notes is five years from the date of issuance, and the Notes are convertible into Company common stock, at a conversion price of $.015 per share. The Notes are secured by a lien on all of the Company’s assets. On June 27, 2008, Winfield lent the Company $500,000 pursuant to the Loan Agreement.



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.



GOLDSPRING, INC.




July 3, 2008 By: /s/ Robert T. Faber
Robert T. Faber
President and Chief Financial Officer