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, 2009
AMERICAN SIERRA GOLD CORP.
(Exact name of registrant as specified in its charter)
Nevada 333-147199 98-0528416
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 S. Virginia, 8th Floor
Reno, NV 89501
(Address of principal executive offices)
(268) 726-1007
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 -- REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 12, 2009, American Sierra Gold Corp. (the "Company") entered
into a Share Issuance Agreement (the "Agreement") with Tobermory Holding Ltd., a
corporation organized under the laws of Nevis ("Tobermory"), whereby the Company
has the right to require Tobermory to purchase up to $6,000,000 of the Company's
securities until December 31, 2011, unless extended by either the Company or
Tobermory for an additional twelve (12) months.
Under the terms of the Agreement, the Company may from time to time request
a purchase from Tobermory up to $1,000,000 (each, an "Advance") per request for
operating expenses, acquisitions, working capital and general corporate
activities. Following receipt of any Advance, the Company shall sell and issue
Tobermory units, each unit consisting of one share of the Company's common stock
and a warrant to purchase one share of common stock (the "Units"), at the Unit
Price. As described in the Agreement, the "Unit Price" shall mean a price equal
to 75% of the volume weighted average of the closing price of the Company's
common stock for the ten (10) business days preceding the date of any notice
requesting an Advance, as quoted on nasdaq or other quotation system agreed upon
by the Company and Tobermory. Each warrant issued as a component to the Unit
shall have a two (2) year term and an exercise price equal to 175% of the Unit
Price.
Furthermore, at its discretion Tobermory shall have the option to increase
the total funding aggregate amount by an additional $6,000,000 if and when the
initial amount has been fully extended to the Company.
The foregoing is qualified in its entirety by the Agreement. For further
information see the Agreement attached hereto as Exhibit 10.1 and incorporated
herein by reference.
SECTION 3 -- SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The disclosure under Item 1.01 is incorporated by reference in its entirety
into this Item 3.02.
Although the Company has not requested any Advance at this time, the
Company has the right to request an Advance(s) from Tobermory to purchase during
the term of the Agreement up to $6,000,000 Units. In the event the Company
requests an Advance from Tobermory, the number of Units to be sold and issued to
Tobermory and the price for such Units to be sold pursuant to the terms and
conditions of a subscription agreement will be further disclosed by the Company
in a subsequent Form 8-K under this Item 3.02. As contemplated, any sale and
issuance of Units to Tobermory will be conducted in reliance upon an exemption
from registration under the Securities Act of 1933, as amended, afforded by
Regulation S promulgated thereunder.
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SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Exhibit Description
- ----------- -------------------
10.1 Share Issuance Agreement between American Sierra Gold Corp. and
Tobermory Holding Ltd., dated October 12, 2009
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
AMERICAN SIERRA GOLD CORP.
Dated: October 12, 2009 By: /s/ Johannes Petersen
------------------------------------
Johannes Petersen
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit Description
- ----------- -------------------
10.1 Share Issuance Agreement between American Sierra Gold Corp. and
Tobermory Holding Ltd., dated October 12, 2009