Item 9.01 Financial
Statements
and Exhibits
As used in this Current Report on Form 8-K and unless otherwise indicated, the terms the "Company," "Registrant," "Kat Gold," "we," "us," and "our" refer to Kat Gold Holdings Corp.
Item 1.02 Termination of a Material Definitive Agreement.
On February 27, 2014 we executed a Share Exchange Agreement (the "Agreement") with Global Gold Incorporated ("Global Gold"), Mathew Sullivan and Thomas Brookes. Mr. Sullivan and Mr. Brookes were the principal shareholders of Global Gold before Kat Gold acquired all of the issued and outstanding shares of common stock of Global Gold. Mr. Sullivan and Mr. Brookes were also directors of Kat Gold and tendered their resignation as directors of Kat Gold concurrent with the execution of the Agreement.
The Agreement provides in part that 118,263,158 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the Company and cancelled. In consideration for the delivery of the 118,263,158 shares of Kat Gold common stock, Kat Gold will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding shares of Global Gold owned by Kat Gold. A total of 42,736,842 shares of Kat Gold common stock previously issued to the minority shareholders of Global Gold shall remain issued and outstanding.
A copy of the Agreement is attached hereto as Exhibit 10.1. You are urged to review the Agreement in its entirety.
Item 3.02 Unregistered Sale of Equity Securities.
On February 28, 2014, the Company's Board of Directors issued 120,000,000 shares of our common stock to Kenneth Stead, our chief executive officer and 60,000,000 shares of our common stock to Timothy Stead, our chief financial officer.
Timothy Stead is the brother of Kenneth Stead. The 120 million shares of common stock issued to Kenneth Stead were in consideration for the cancellation of $153,000 of accrued salary. The 60 million shares of common stock issued to Timothy Stead were in consideration for the cancellation of $76,500 in accrued salary. The amount of the accrued salary forgiven by both Kenneth Stead and Timothy Stead was based on a 25% discount to the closing price of the Company's common stock on February 27, 2014.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2014 Mathew Sullivan and Thomas Brookes resigned as officers and directors of our Company. The resignations were tendered in connection with the execution of the Share Exchange Agreement. There was no disagreement with Mr. Sullivan or Mr. Brookes regarding the operations of the Company or financial disclosure matters.
A copy of this Form 8-k has been forwarded to both Mr. Sullivan and Mr. Brookes.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Exhibit
10.1 Share Exchange Agreement
