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) October 12, 1999
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FREMONT GOLD CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-0773-A 65-0110447
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
103 E. Holly Street, Suite 402, Bellingham, Washington 98225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (360) 733-3854
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 12, 1999, Fremont Gold Corporation ("Fremont") entered into
agreements with Cerro Dorado, Inc. ("Cerro Dorado") with respect to the
disposition of its Cenizas and Milagro mineral exploration properties located in
Chile. Consideration received by Fremont in connection with its sale of the
Cenizas and Milagro properties consisted of $25,000.00 cash and 200,000 shares
of Cerro Dorado common stock. As additional consideration, Cerro Dorado
committed to cause the purchase of 2,857,143 units ("Units") consisting of one
share of Fremont common stock and one warrant ("Warrant") to purchase an
additional share of Fremont common stock. Each Warrant grants the holder the
right to purchase an additional share of common stock for $.03 on or before
October 12, 2000 and $.05 thereafter until their expiration on October 12, 2001.
Proceeds from the private placement of Units will aggregate $50,000.00 or $.0175
per Unit.
In addition, Fremont entered into an option agreement with Cerro Dorado
with respect to its Resguardo mineral exploration property, also located in
Chile. Pursuant to the option agreement Cerro Dorado may earn up to an 80%
interest in the Resguardo property in consideration of assuming the lease,
exploration and royalty obligations underlying Fremont's lease agreement with
the property owners.
In connection with the above transactions, a finders fee will be paid to an
unaffiliated third party equivalent to 10% of the transaction values. This fee
will be paid through the issuance of shares of Fremont's common stock at a
deemed value of $.0175 per share.
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ITEM 7. EXHIBITS.
Exhibit Number Description Reference
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10.13 Purchase and Sale Agreement dated October 12, 1999, *
between Fremont Gold Corporation and Cerro Dorado,
Inc. - Cenizas Property, Llano Claims
10.14 Purchase and Sale Agreement dated October 12, 1999, *
between Fremont Gold Corporation and Cerro Dorado,
Inc. - Cenizas Property, Doris Claims
10.15 Option Agreement dated October 12, 1999, between *
Fremont Gold Corporation (Optionor) and Cerro Dorado,
Inc. (Optionee) - Resguardo Property
10.16 Purchase and Sale Agreement dated October 12, 1999, *
between Fremont Gold Corporation and Cerro Dorado,
Inc. - Milagro Property
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ Michael J. Hopley
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Michael J. Hopley
Chief Executive Officer
Date: October 27, 1999
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