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Replies to post #214623 on KAT Exploration Inc (KATX)
ITEM 8.01 OTHER EVENTS
Kenneth Stead, the President, Chief Executive Officer and a member of the Board of Directors of Kat Gold Holdings Corp. (the “ Company ”), is the beneficial and record owner of 2,264,000 shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), which 2,264,000 shares of Common Stock equals approximately one point four percent (1.4%) of the Company’s issued and outstanding Common Stock as of September 15, 2011. Mr. Stead, by having the Company file this Current Report on Form 8-K hereby discloses his intention to sell all or a portion of these shares of Common Stock under Rule 144 of the Securities Act of 1933, as amended. Under Rule 144, Mr. Stead may sell such number of shares of Common Stock every ninety (90) days as shall equal one percent (1%) of the 163,644,500 shares of Common Stock issued and outstanding as of September 15, 2011, or 1,636,445 shares of Common Stock. Mr. Stead acquired such 2,264,000 shares of Common Stock on April 28, 2010 for an aggregate purchase price of $305,000.
Mr. Stead presently intends to use the proceeds from the sale of the shares of Common Stock he may sell to (i) fund certain expenses of the Company, including, but not limited to, its field operations, payroll, legal and other professional fees and administrative costs and expenses and/or (ii) for his personal use. No assurance can be given as to (i) when, if ever, Mr. Stead will sell any or all of his shares, (ii) the price he may sell such shares at and/or (iii) how much, if any, of the net proceeds he receives from any such sale will be provided to the Company.
General
1. Please tell us whether you have considered any potential state law repercussions of setting a second record date for the distribution. We note that shareholders as of the first announced record date may have sold their shares prior to the announcement of the second record date and under the impression that they would receive the shares to be distributed in the spin-off. Please add risk factor disclosure if appropriate.
Description Of Our Business, page 24
2. Please note that several of your maps are not included in your amended S-l filing. Please advise.
3. We note your response to comment 6 from our letter dated September 10th, 2012. For each of your properties please provide a clear statement that the property is without mineral reserves, pursuant to paragraph (b)(4)(i) of Industry Guide 7.
4. We note your response to comment 7 from our letter dated September 10th, 2012. It appears your amended disclosure contains indicated resources, inferred resources, and stockpile and/or tailings estimates with historical sampling data. Please revise to remove all estimates of mineralization until you have defined a proven or probable reserve pursuant to paragraph (b)(5)(3) of Industry Guide 7.
5. We note your response to comment 8 from our letter dated September 10th, 2012. It appears the terms ore, ore body, and ore grade are still used throughout your amended filing. Therefore, we reissue the comment.
Rusty Ridge Property, page 43
6. Your response to comment 1 from our letter dated September 10, 2012 indicates that Canadian mineral license 018404M has been cancelled. Please explain why you did not remove the reference to this claim on page 43.
Cash Requirements, page 58
7. We note the statement that you “have no long term debt and have been able to meet [your] past financial obligations, including operational expenses, exploration expenses and acquisition costs, on a current basis.” Revise to disclose the information on page 27 regarding the Ekom Eya loan that is due before January 2, 2013 as well as the $68,533.00 owed to related parties as of June 30, 2012. Please tell us why your balance sheet for the period ended June 30, 2012 does not account for the Ekom Eya loan.
AI
