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) March 21, 2005
CAPITAL HILL GOLD, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
0-32375 65-0067192
(Commission File Number) (IRS Employer Identification No.)
5486 Tiger Bend Lane, Morrison CO 80465
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (239) 513-9265
1403 East 900 South, Salt Lake City, Utah 84105
- ----------------------------------------- -----
(Former address)
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:
[] Written communications pursuant to Rule 425 under the Securities Act []
Soliciting material pursuant to Rule 14a-12 under the Exchange Act []
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act.
Item 1..01. Entry into a Material Definitive Agreement
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 17, 2005 the Registrant's newly formed subsidiary, CAGI
Transition, Inc., merged with Chiriquitos Mining, Inc., a Wyoming corporation.
Chiriquitos Mining was the survivor in the merger. In connection with the
merger, the 20 shareholders of Chiriquitos received 20,000,000 shares of
Registrant common stock, or 95.1% of the total 21,023,500 shares outstanding
after the consummation of the acquisition. In addition, the Registrant assumed
the outstanding $100,000 principal amount of Chiriquitos Mining's 1.5%
Convertible Debenture due December 31, 2006. The Registrant also issued
1,100,000 shares on March 17, 2005 upon conversion of $11,000 of the convertible
debenture of Chiriquitos Mining, Inc. which was assumed by the Registrant in the
merger. As a result, as of March 14, 2005 there are 22,123,500 shares of common
stock outstanding.
Chiriquitos Mining has acquired an option to acquire the Los Gavilanes
mining concession. The option was
acquired by Chiriquitos Mining from Minera Holmex S.A. de C.V.and International
American Resources Inc. The owner
of the mining concession, Sr. Modesto Rivas Beltran of Culiacan, Sinaloa,
Mexico, purchased the property in
December, 1989. Los Galivanes has significant evidence of gold deposits.
The total purchase price for the property under the option agreement
will be $805,000, of which $10,000 has been paid, and an additional $5,000 must
be paid by April 3, 2005. The remaining schedule of payments to maintain the
option for the property is as follows. All option payments are to be credited to
the payment of the purchase price if the option is exercised.
Payment Due Date Cash
-----------------------------------
November 1, 2005 US$25,000
February 10, 2006 US$25,000
August 10, 2006 US$30,000
February 10, 2007 US$30,000
August 10, 2007 US$40,000
February 10, 2008 US$40,000
August 10, 2008 US$50,000
February 10, 2009 US$50,000
August 10, 2009 US$60,000
February 10, 2010 US$60,000
August 10, 2010 US$65,000
The total would be US$500,000
A final payment of three hundred five thousand dollars ($305,000) shall
be due and payable on the 10th of February, 2011, to be paid in cash. Mr. Rivas
Beltran is entitled to a perpetual 3% royalty on net proceeds from smelter
payments, but there is no guaranteed royalty.
Item 3.02 Unregistered Sales of Equity Securities
Recent Sales of Unregistered Securities
The Registrant issued 10,000,000 shares of its common stock as of March
17, 2005 to 20 persons in connection with the merger of its wholly owned
subsidiary, CAGI Transition, Inc., with Chiriquitos Mining, Inc. As a result of
the merger, the 20 shareholders of Chiriquitos Mining received 10,000,000 shares
of Registrant common stock in exchange for all of their shares of Chiriquitos
Mining. The exemption relied upon was Section 4(2) of the Securities Act, since
the shares were not offered to the public. No public solicitation or advertising
was utilized in the transaction.
In addition, the Registrant issued 1,100,000 shares on March 14, 2005
upon conversion of $10,000 of the outstanding $100,000 convertible debenture of
Chiriquitos Mining, Inc. which was assumed by the Registrant in the merger. The
exemptions relied upon was Section 4(2) of the Securities Act as a non public
offering, and also Section 3(a)(9) of the Securities Act which section exempts
exchanges of securities with between an issuer and its securityholders. The
convertible debenture was issued by Chiriquitos Mining under Rule 504. A Notice
of Sale on Form D was filed by Chiriquitos Mining, Inc.
Item 5.01 Changes in Control of Registrant
The names of the current directors and executive officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the number of shares held and the percentage of the total issued and
outstanding Common Stock (the only voting security) of the Registrant owned by
each of them are as follows.
Number Percentage
of Shares of Shares
Name Office Owned(1) Owned
Daniel Enright Chief Executive and Financial Officer
and Director 0 --
All officers
and directors
as a group (1 persons) 0 --
(1) Except as otherwise noted, shares are owned beneficially and of record, and
such record shareholder has sole voting, investment, and dispositive power.
Item 9.01. Financial Statements and Exhibits
2.1 Articles of Merger between Chiriquitos Mining, Inc., CAGI
Transition, Inc. and the Registrant, as filed with the Wyoming Secretary of
State.
10.1. Mining Option Agreement dated March 12, 2005 between
Chiriquitos Mining, Inc. Minera Holmex S.A. de C.V., and International American
Resources Inc.
21. Subsidiaries of the Registrant. Chiriquitos Mining, Inc. is a
wholly owned Wyoming subsidiary. No trade
names are employed.
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 thereunto duly authorized.
Dated: March 22, 2005
CAPITAL HILL GOLD, INC.
By: /s/ Daniel Enright
Daniel Enright
President and Chief
Financial Officer