UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 25, 2011

 

JOSHUA GOLD RESOURCES INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (705) 864-1095

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

{00204406. }                                                            

 

 

Item 1.01  Entry into a Material Definitive Agreement.

 

On June 25, 2011, Joshua Gold Resources Inc. (the “Company”) entered into a mineral property acquisition agreement (the “Firelake Acquisition Agreement”) with Firelake Resources Inc. (“Firelake”) pursuant to which the Company agreed to acquire from Firelake certain mineral interests located in the townships of Eric and Huffman in the Province of Ontario, Canada (the “Property”) in consideration of the following:

 

1)  Fifty Thousand and No/100 Dollars (CDN $50,000*) paid by Company to Firelake as follows:

 

i) CDN $25,000** on or before January 31, 2012; and

 

ii) CDN $25,000** on or before January 31, 2013;

 

2)  Two Million (2,000,000) shares of common stock of Company to be issued to Firelake on or before January 31, 2012; and

 

3)  Upon commencement of commercial production of the Property, the Company paying to Firelake a royalty equal to 2% of all net smelter returns on minerals from the Property (the “Royalty”). 

 

The description of the Firelake Acquisition Agreement is qualified in its entirety by reference to the full text of the Firelake Acquisition Agreement, which is filed as Exhibit 10.1 hereto and incorporated in this Item 1.01 by reference.

 

*CDN $50,000 is approximately USD $52,220.

 

**CDN $25,000 is approximately USD $26,102.

 

Item 2.01  Completion of Acquisition or Disposition of Assets.

 

The disclosure required by this item is included in Item 1.01 hereof and is incorporated herein by reference.

 

Item 3.02  Unregistered Sales of Equity Securities.

 

Pursuant to the terms and conditions of the Firelake Acquisition Agreement, we agreed to issue, on or before January 31, 2012, Two Million (2,000,000) shares of the Company’s common stock to Firelake in partial consideration for the acquisition by Company of the Property.

 

The transaction described above was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

 

Item 9.01.             Financial Statements and Exhibits.

 

                (d)  Exhibits

 

Exhibit                  Description

 

10.1                        Mineral Property Acquisition Agreement, by and between Company and Firelake Resources Inc., entered into on June 25, 2011.

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.