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) September 20, 2002
Commission File Number 001-10304
CONDOR GOLD CORP.
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(Formerly Ripped Canada Artists Inc.)
ONTARIO
390 BAY STREET, SUITE 1620
TORONTO, ONTARIO, CANADA M5H 2Y2
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 416.368.6161
ITEM 1 - CHANGES IN CONTROL OF REGISTRANT
Alexander Stewart acquired beneficial ownership of 15,460,000 common shares in
the capital of Condor Gold Corp. (formerly Ripped Canada Artists
Inc.)(hereinafter referred to as the "Corporation"), as to 1,200,000 common
shares owned directly, and as to a further 14,260,000 common shares he is deemed
to beneficially own which are held by certain corporations, the total of which
represents 24.45% of the issued and outstanding consolidated common shares of
the Corporation. Such common shares of the Corporation were issued to Alexander
Stewart pursuant to a securities exchange agreement among the Corporation and
Northville Gold Corp., a private company incorporated under the laws of the
Province of Ontario, Canada ("Northville"), amongst others, dated September 20,
2002 (the "Securities Exchange Agreement") whereby the consideration used by
Alexander Stewart was the exchange of one Northville common share for each one
common share of the Corporation acquired.
Betty North acquired beneficial ownership of 9,835,000 common shares in the
capital of the Corporation, as to 2,595,000 common shares owned directly, and as
to a further 7,240,000 common she is deemed to beneficially own which are held
by a corporation, the total of which represents 15.51% of the issued and
outstanding consolidated common shares of the Corporation. Such common shares of
the Corporation were issued to Betty North pursuant to the Securities Exchange
Agreement whereby the consideration used by Betty North was the exchange of one
Northville common share for each one common share of the Corporation acquired.
The Corporation issued a total of 60,000,000 common shares to former
shareholders of Northville in conjunction with the Securities Exchange
Agreement, resulting in former shareholders of Northville holding approximately
94.88% of the 63,237,189 issued and outstanding common shares of the Corporation
and the former shareholders of the Corporation holding the remainder of the
total issued and outstanding common shares of the Corporation.
Prior to the completion of the transactions contemplated by the Securities
Exchange Agreement, Andrew Currah was the only controlling shareholder of the
Corporation and held approximately 23.31% of the issued and outstanding common
shares of the Corporation at that time.
There are no arrangements known to the Corporation that may result in a change
in control of the Corporation.
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
Pursuant the Securities Exchange Agreement the Corporation acquired 100% of the
issued and outstanding securities of Northville from the shareholders of
Northville in exchange for equivalent securities of the Corporation.
The Corporation issued 60,000,000 common shares of the Corporation ("Common
Shares"), warrants to acquire a further 530,000 Common Shares, and an option to
acquire (i) 12,000,000 Common Shares and (ii) warrants to acquire 8,000,000
Common Shares, to the holders of securities of Northville Gold Corp.
("Northville") in exchange for the acquisition of all of the equivalent issued
and outstanding securities of Northville.
Prior to the completion of the Securities Exchange Agreement, the previous board
of directors of the Corporation determined that all of the equivalent issued and
outstanding securities of Northville had a fair value that was not less than the
amount of money the Corporation would have received if the shares had been
issued for money.
All of the equivalent issued and outstanding securities of Northville were
acquired from the shareholders of Northville. There was no material relationship
between the shareholders of Northville and the Corporation or any of its
affiliates, any director or officer of the Corporation or any associate of any
director or officer of the Corporation.
The source of the consideration used to acquire all of the equivalent issued and
outstanding securities of Northville was the issuance of securities from the
treasury of the Corporation.
For more information on the business and assets of Northville, please see the
press release of the Corporation dated September 23, 2002 attached hereto as
Exhibit 99.1.
ITEM 5 - OTHER EVENTS
Please see the press release dated September 23, 2002 attached hereto as Exhibit
99.1
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
The financial statements required by this item in relation to the acquisition
described in Item 2 of this Form will be filed on or before December 3, 2002.
Attached hereto as Exhibit 99.1 is press release of the Corporation dated
September 23, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: October 4, 2002 Signed: /s/ Alexander Stewart
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Title: Chief Executive Officer
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EXHIBIT 99.1
CONDOR GOLD CORP.
(formerly Ripped Canada Artists Inc.)
390 Bay Street, Suite 1620
Toronto, Ontario, Canada
M5H 2Y2
PRESS RELEASE
FOR IMMEDIATE RELEASE - September 23, 2002 Via Market News (Canada wide service)
Toronto: Condor Gold Corp. (formerly Ripped Canada Artists Inc.) (CUB:FGRL, U.S.
Pink Sheets: RIPCF) (the "Corporation") and Northville Gold Corp.
("Northville"), an Ontario incorporated mining exploration and development
company, jointly announce that their previously announced (July 23, 2002 and
July 29, 2002) reverse take-over transaction, (the "RTO Transaction") pursuant
to which the Corporation acquired all of the issued and outstanding securities
of Northville in exchange for equivalent post-consolidated securities of the
Corporation was completed on September 20, 2002. The Corporation shall continue
under its new name "Condor Gold Corp.".
Summary of RTO Transaction
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The 6,474,378 common shares of the Corporation issued and outstanding on the
closing of the RTO Transaction were consolidated (the "Consolidated Shares")
into approximately 3,237,189 Consolidated Shares on the basis of 1 Consolidated
Share for every 2 pre-Consolidated Shares (the "Share Consolidation").
The Corporation issued a total of 60,000,000 Consolidated Shares to former
shareholders of Northville in conjunction with the RTO Transaction, resulting in
former shareholders of Northville holding approximately 94.88% and the
shareholders of the Corporation holding the remainder of the total issued and
outstanding Consolidated Shares of the Corporation.
As part of the RTO Transaction, Alexander Stewart, Chairman and a director of
Northville now beneficially owns or has the power to exercise control or
direction 15,460,000 Consolidated Shares which represents holdings of
approximately 24.45% of the issued and outstanding Consolidated Shares of the
Corporation. Betty North, a director of Northville now beneficially owns or has
the power to exercise control or direction over 9,940,000 Consolidated Shares
which represents holdings of approximately 15.72% of the issued and outstanding
Consolidated Shares of the Corporation. Mr. Stewart and Ms. North may each from
time to time, depending on market conditions and other factors, acquire
additional shares or other securities of the Corporation, dispose of all or some
of those securities or may continue to hold those securities.
Shareholder Approvals
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In contemplation of the RTO Transaction, the shareholders of the Corporation at
its Annual and Special Meeting held on August 26, 2002 have approved the
amendment of the articles of incorporation of the Corporation to effect the
Share Consolidation, and the change of the Corporation's name to "Condor Gold
Corp.". The shareholder of the Corporation also approved in relation to the RTO
Transaction, the election of a new board of 6 directors conditional on the
completion of the RTO Transaction, as well as an amended and restated stock
option plan and a reduction in the consolidated stated capital of the
Corporation.
The security holders of Northville approved the RTO Transaction by way of the
exchange of all Northville securities beneficially owned by them for
consolidated securities of the Corporation contemporaneously with the completion
of the RTO Transaction.
Purchase of Munro Township Property by Northville
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As a condition to and contemporaneously with the completion of the RTO
Transaction, Northville purchased 280 acres of patented mining claims located in
the Munro Township of Ontario (the "Munro Property") from Currah and Sons Ltd.
("CSL"). The purchase price for the Munro Property was $1,500,000 payable by the
issuance of 5,000,000 shares of Northville at a deemed price of $0.25 per share
to CSL by Northville immediately prior to the RTO Transaction, and the issuance
by Northville of two non-interest bearing secured promissory notes in the
aggregate amount of $250,000.00.
Proposed Gold Loan Transaction
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Northville has issued an option to acquire 12,000,000 common shares and
8,000,000 common share purchase warrants (the "Gold Option") to be held in trust
in relation to a proposed financing transaction whereby certain lenders will
provide Northville with a gold loan of up to $4,000,000, which will be secured
by a first charge on certain personal property of Northville, conditional on
among other things the transfer of the Gold Option to the lender(s).
Proposed Private Placement
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Within 30 days of the completion of the RTO Transaction, 1535698 Ontario Inc.
("Newco"), a company incorporated by Nicholas Weir and at arm's length to
Northville and the Corporation, may arrange for a private placement (the
"Private Placement") of up to U.S. $1,750,000 in units of Newco, each unit
composed of one common share and one common share purchase warrant at a price of
U.S. $0.35 per unit. The warrant and any resulting common share will be
exercisable at U.S. $0.65 per share. There will be a forced exercise of the
warrant at the insistence of the Corporation at any market price at or in excess
of U.S. $1 per share. Upon completion of the Private Placement, the Corporation
has agreed that the common shares and warrants of Newco will ultimately be
exchanged one for one for common shares and warrants of the Corporation.
New Board of Directors
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The Corporation would also like to announce the resignation of the following
directors of the Corporation effective September 20, 2002: Andrew Currah, Ben
Fuschino and Rob Burton. The new board now consists of Alexander Stewart, Frank
Puskas, Gerald Colborne, Douglas Budden, Stephen Stewart, and Wallace
Stonehouse. For more information on the new directors, see the Management
Information Circular for the Corporation's Annual and Special Meeting of
Shareholders held on August 26, 2002 (the "Information Circular").
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Business
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Northville owns or controls interests in gold properties in the townships of
Chester, Benneweis, and Yeo with a total strike length of eighteen miles
(collectively, the "Northville Properties"). The Northville Properties are
located adjacent to a paved main highway just south of the town of Gogama,
Ontario, or about 200 kilometers north of Sudbury. For more information on the
Northville Properties, see the Corporation's press release dated July 29, 2002,
the Information Circular and the Qualifying Report on the Chester Township
Property for Northville Gold Corp. dated June 8, 2002, all of which can be found
at www.sedar.com.
The Corporation currently has 63,237,189 Consolidated Shares issued and
outstanding, inclusive of the Consolidated Shares referred to above as having
being issued pursuant to the RTO.
For further information, contact:
Alexander Stewart: Chairman and Chief Executive Officer, Condor Gold Corp.
Telephone: (416) 368-6161
Facsimile: (416) 368-7805
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