Yes Jayree,
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The information in this Prospectus is not complete and may be changed. Our parent company may not distribute these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Preliminary Prospectus
PROSPECTUS
Subject to Completion, Dated April 13, 2012
KAT GOLD HOLDINGS CORP.
261,474,694 Shares of Common Stock
We are registering 261,474,694 shares of our common stock, par value $0.001 per share, to be distributed by Kat Exploration, Inc., our parent company.
We will not receive any proceeds from the distribution of the shares of common stock to the stockholders of our parent company.
Our shares of common stock are quoted on the Over-the-Counter Bulletin Board, or OTC BB, under the symbol BVIG. On April 9, 2012, the last reported sale price per share as reported by the OTC BB was $0.11.
261,474,694 shares of common stock, par value $0.001 per share, of our company Kat Gold Holdings Corp., a Nevada corporation (at times referred to herein as “ Kat Gold ”) are hereby being spun off by Kat Exploration, Inc., a Nevada corporation, our parent company (at times referred to herein as “ Kat Exploration ”). Kat Gold is currently a virtually wholly owned subsidiary of Kat Exploration. Stockholders of Kat Exploration will in the Spin-Off (the “ Spin-Off ”) receive one share of our common stock for approximately every three shares of common stock that they hold of Kat Exploration.
This Prospectus is being furnished in connection with the planned Spin-Off and the issuance of Kat Gold common stock in the Spin-Off, which will occur concurrently with the date of this Prospectus (referred to herein as the “ Spin-Off Date ”). Following the Spin-Off, each of Kat Gold and Kat Exploration will be independent, publicly-traded companies. Kat Gold will after the Spin-Off remain a reporting company under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and continue to make periodic and other filings with the Securities and Exchange Commission (the “ Commission ”) while Kat Exploration will not, despite its shares being publicly traded, be a publicly reporting company under the Exchange Act. Kat Gold is presently and will after the Spin-Off remain a development stage company.
Kat Exploration is effectuating the Spin-Off pursuant to the terms of the resolutions adopted by its board of directors on December 6, 2011. Kat Exploration presently owns 296,000,000 shares of our common stock and intends to distribute 261,474,694 of these shares (the “ Spin-Off Shares ”), or approximately 88% of our shares. As of the record date of December 21, 2011 (the “ Record Date ”), there were 298,644,500 shares of common stock of Kat Gold issued and outstanding. Holders of record of Kat Exploration at the close of business on the Record Date are entitled to receive the Spin-Off Shares on a pro rata basis. Consequently, stockholders of Kat Exploration on the Record Date will receive one share of our common stock for approximately every three shares of common stock of Kat Exploration that they held on the Record Date.
Reason for Furnishing this Prospectus
We are furnishing this Prospectus to provide information to holders of shares of common stock of Kat Exploration who will be issued the Spin-Off Shares in the Spin-Off. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of Kat Gold’s securities or those of Kat Exploration. We believe that the information contained in this Prospectus is accurate as of the date set forth on its cover. Changes may occur after that date, and neither Kat Gold nor Kat Exploration is required to, or will, update the information except in the normal course of our public disclosure obligations and practices.
No approval by the stockholders of either Kat Gold or Kat Exploration of the Spin-Off is required, and none is being sought. Neither Kat Gold nor Kat Exploration is asking you for a proxy.
There is currently a highly illiquid trading market for Kat Exploration common stock, the OTC Pink Sheets trading symbol for which is “KATX.” Following the Spin-Off, Kat Exploration expects that its common stock will continue to be listed on the Pink Sheets under the trading symbol “KATX.” The shares of our common stock, the market for which is extremely illiquid, are expected to continue to be eligible for quotation and traded on the Over-the-Counter Bulletin Board (the “ OTC BB ”) under our current trading symbol “BVIG.”
In reviewing this Prospectus, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 7.
The securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
No person is authorized to give any information not contained in this Prospectus in connection with this offering and, if given or made, such information or representation must not be relied upon as having been authorized.
Until July 15, 2012 (90 days after the date hereof), any broker-dealer effecting transactions in the securities, whether or not participating in this distribution, may be required to deliver a current copy of this Prospectus.
We may amend or supplement this Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully.
The date of this Prospectus is _________________, 2012
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