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
November 28, 1997
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Date of Report
(Date of Earliest Event Reported)
GOLDEN PANTHER RESOURCES, LTD.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 33-2150-LA 95-3932052
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
#211, 1111 Hastings Street
Vancouver, Canada V6E2J3
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(Address of Principal Executive Offices)
(604)689-5377
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Registrant's Telephone Number
N/A
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(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
On November 28, 1997, Golden Panther Investments, Ltd., a corporation
organized under the laws of the Bahamas ("GPI"), which is a wholly-owned
subsidiary of Golden Panther Resources, Ltd., a Nevada corporation (the
"Company"), entered into an Irrevocable Administration and Security Trust
Agreement (the "Agreement") with Minera Humaya S.A. de C.V., a corporation
organized under the laws of Mexico ("Humaya"); stockholders holding all of the
issued and outstanding shares of capital stock of Humaya (the "Humaya
stockholders"); and Banco Inverlat, S.A., a corporation organized under the
laws of Mexico ("Inverlat").
Humaya owns mining concessions on approximately 8,766 hectares of
land located in the State of Sinaloa, Mexico. Humaya also owns certain mining
equipment and machinery, an operating mill and a warehouse in Sinaloa, Mexico,
and has acquired the right to use a dwelling located in the same state for a
period of 20 years.
Under the Agreement, the Humaya stockholders irrevocably transferred
to Inverlat all of their shares of Humaya (with the exception of one share
held in the name of Jaime Guinea Gonzalez, Humaya's President), to be held in
trust pending receipt by Inverlat from GPI of US$14,000,000 in full payment
for the Humaya shares. The Agreement provides for such payments to be made as
follows: (i) US$750,000 on or before February 28, 1998; (ii) US$750,000 on or
before May 28, 1998; (iii) US$750,000 on or before August 28, 1998; (iv)
US$4,750,000 on or before November 28, 1998; (v) US$1,750,000 on or before
February 28, 1999; (vi) US$1,750,000 on or before May 28, 1999; (vii)
US$1,750,000 on or before August 28, 1999; and (viii) US$1,750,000 on or
before November 28, 1999. GPI has the option to prepay all or any part of the
total consideration without penalty.
The Agreement further requires GPI to invest a total of US$1,000,000
in exploration expenses on the Humaya concessions over a period of two years,
commencing on the date of the Agreement; if, at the end of such two year
period, the full US$1,000,000 has not been expended, GPI shall be required to
pay the difference between US$1,000,000 and the amount actually expended to
the Humaya stockholders in satisfaction of such obligation. If, however, GPI
makes full payment of the US$14,000,000 purchase price for the Humaya shares
within 22 months of the date of the Agreement, GPI's obligation to incur the
exploration expenses shall be terminated.
Under the Agreement, GPI shall be responsible for the improvement of
the mining operations located on the concessions and for the administration
thereof. The parties are also responsible for the formation of a technical
committee, composed of two persons appointed by the Humaya stockholders and
three persons appointed by GPI. The technical committee shall be responsible
for approving the program of operations on the concessions and an exploitation
plant to be proposed by GPI under the terms of the Agreement. Once the
improvements are made, GPI will have the right to receive 50% of the quarterly
pre-tax profits of the mining operations located on the concessions.
Upon full payment of the above-referenced sums within the two-year
period outlined above, Inverlat is required to transfer title to the Humaya
shares to GPI or its designee. Failure to make timely payments shall result
in a late fee of 0.5% per month being payable to Inverlat on behalf of the
Humaya stockholders. If, upon notification of default by Inverlat and the
failure of GPI to cure such default within 21 days, the Humaya shares shall be
returned to the Humaya stockholders and all monies previously paid by GPI
shall be retained as liquidated damages. A copy of the Agreement is attached
hereto and incorporated herein by this reference. See the Exhibit Index, Item
7 of this Report.
Management intends to timely file with the Securities and Exchange
Commission an amended Current Report on Form 8-K, containing audited
consolidated pro forma financial statements taking into account the
acquisition of the Humaya shares.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Directors and Executive Officers.
None; not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
See Item 2 of this Report.
(b) Pro Forma Financial Information.
See Item 2 of this Report.
(c) Exhibits.
Exhibit
Description of Exhibit Number
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Irrevocable Administration and 10
Security Trust Agreement
Item 8. Change in Fiscal Year.
None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
GOLDEN PANTHER RESOURCES, LTD.
Date: Dec. 17/97 By /s/ Gordon J. Muir
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Gordon J. Muir
CEO and Chairman of the Board of Directors