JOSHUA GOLD RESOURCES INC

JOSHUA GOLD RESOURCES INC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

As of January 27, 2020, 17 stockholders holding 60,343,555 shares (about 49.9% of outstanding shares) signed an amended agreement limiting how fast they can sell, until June 17, 2020; weekly sales are capped at the greater of 5% of recent trading volume or 59,670 shares. Six more holders with 17,228,600 shares are expected to sign. This amends an April 2019 lock-up, and the company had also removed its registered shares from its S-1 registration (effective January 6, 2020). For shareholders it limits selling pressure from large holders for now.

material agreement

On December 27, 2019 the company bought four sellers' interests (25% each, so all of it) in the leased King Solomons Mines property in Davis Township, Ontario, for 8 million restricted shares plus a 2% net smelter royalty; it may buy back half of that royalty for CAD $2 million at any time. Issuing 8 million shares dilutes existing holders. This is the first filing in the context in about six years, with a new address (Woodstock, Ontario) and Benedetto Fuschino now signing as President and CEO.

material agreement

On June 25, 2013 the company bought 100% of the Cree Lake Property Claims (18 exploration claims in Swayze Township, Ontario, about 9,647 acres) from Midnight Capital Corp., paying CAD $200,000 and issuing 1,500,000 shares. It also owes a 1.5% royalty to Mantis Mineral Corp. (half buyable for CAD $1,500,000), the claims carry an existing 1.5% royalty to two individuals on four claims, and a third-party option held by Elcora Resources lets it earn 51%, with later Elcora payments going to the company. This is a second purchase from Midnight Capital, whose owner Scott Keevil held 4,166,667 shares (5.23%) beforehand, so it is again a related-party deal; the filing says the claims have no known mineral reserves.

asset acquisition disposition

On February 11, 2013 the company bought 100% of the Kenty Property (Mortimer Claims), mining claims in Swayze, Rollo, Denyes, Heenan and Dore townships, Ontario, from Red Pine Exploration Inc. It pays CDN$25,000 after closing, CDN$100,000 and 250,000 shares by March 15, 2013 (with a top-up or cash payment if the shares are worth less than CDN$100,000 on July 15, 2013), plus a 3% net smelter royalty to Red Pine and a 2% royalty to Charlie Mortimer. If the company cannot pay the share repurchase amount when required in certain circumstances, Red Pine can require the properties to be transferred back. This extends the Kenty holdings beyond the October 2012 McClay purchase.

asset acquisition disposition

On December 13, 2012 the company and 2214098 Ontario Ltd. terminated the December 2010 agreement under which the company bought the property (the Joshua Lake claim, per the earlier context; the filing itself only says 'the Property'). The company returns the property, neither side owes the other further payments, and the filing says there were no penalties. The filing says the company judged it not in its economic interest to continue after evaluating the claims. This ends the remaining instalment, share and royalty obligations on that property.

asset acquisition disposition

On October 4, 2012 the company bought 100% of the Kenty Gold Property (16 patented claims in Swayze and Dore townships, Ontario) from Brian McClay. It pays CDN$50,000 at closing, then staged cash and share payments through April 4, 2015 (cash instalments of CDN$100,000, $150,000 and four of $300,000, plus 1,700,000 shares in total), with further payments tied to gold reserve and production milestones, a 3% net smelter royalty, and an option to buy out early within one year for CDN$750,000 and 750,000 shares. The filing says the company has so far only made a site visit and that there are no known compliant reserves; this is a new commitment alongside the existing Joshua Lake, Firelake and Elijah obligations.

asset acquisition disposition

The company acquired a 50% interest in the Elijah Property, four claims in Churchill and Asquith townships, Ontario, from Shining Tree Resources Corp. It will pay CDN $50,000 in four instalments through July 30, 2012, issue 1,000,000 shares by March 30, 2012 (subject to board approval), and spend CDN $200,000 on the property by February 10, 2014. Shining Tree will issue the company 1,000,000 of its own shares once CDN $50,000 of expenditures is completed. The filing describes the property as a grass-roots prospect with no historical work.

asset acquisition disposition

This amended report covers events of December 2010. The company agreed to buy the Joshua Lake gold claim (1,549.5 acres, Indin Lake belt, near Yellowknife) from 2214098 Ontario Ltd for CDN $100,000 in instalments through 2015, 1,000,000 shares and royalties of 2% to John Rapski and 1% to 2214098. It also ended its carbon-related license and consulting agreements as of December 23, 2010, citing uncertain North American regulation and economics. Duchesne and Cormier resigned and sold their shares, which the filing says changed control of the company, with Ryan Bignucolo holding 21.87% and Benedetto Fuschino 19.61%. This explains the shift from the carbon business to mineral exploration. The filing text is truncated, so later items (officer appointments and other matters) are not covered.

business combination

On June 25, 2011 the company agreed to buy mineral interests in the townships of Eric and Huffman in Ontario from Firelake Resources Inc. It will pay CDN $50,000 in two instalments (January 2012 and January 2013), issue 2,000,000 shares by January 31, 2012, and pay a 2% net smelter royalty once commercial production begins. This adds to the gold exploration direction the company took after leaving the carbon business.

asset acquisition disposition