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): JANUARY 20, 2005
COMMISSION FILE NO.: 000-50541
DRAGON GOLD RESOURCES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0507007
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(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
REGENTS PLACE, 338 EUSTON ROAD, LONDON, UNITED KINGDOM NW1 3BT
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
44-207-416-4920
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(ISSUER TELEPHONE NUMBER)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 20, 2005, Dragon Gold Resources, Inc. (the "Company"), entered
into an Option Agreement with Jaroslav Ruza (the "Optionor"), to purchase an
option to acquire a 100% right, title and interest in the Optionor's mining
claims (the "Option Agreement"). The Optionor owns five licenses to mining
claims, representing approximately 47,848 hectares or approximately 118,235
acres, in Mongolia (the "Properties"). Under the Option Agreement, the Company
paid the Optionor $20,000 (CDN) on January 20, 2005, upon the execution of the
Option Agreement, and is required to pay the Optionor an additional $30,000
(CDN) on or before January 20, 2006, and $50,000 (CDN) on or before January 20,
2007 (collectively the "Purchase Price"). However, the Option Agreement
represents only an option and the Company is under no obligation to make any
additional payments under the Option Agreement, other than the $20,000 (CDN)
already paid.
If the Company chooses to pay the entire Purchase Price, the Company will
be deemed to have exercised the option and will own 100% of the Optionor's
right, title and interest to the Properties, except for a two percent (2%)
royalty which the Optionor will retain on any proceeds received by the Company
from any smelter from the sale of any ores, concentrates or minerals produced
from the Properties after deducting certain expenses (the "Royalty").
Under the Option Agreement, the Company has the right to purchase one-third
(1/3) of the Royalty from the Optionor at any time for the sum of $300,000
(CDN), an additional one-third (1/3) of the Royalty from the Optionor at any
time for the sum of $300,000 (CDN), and the right of first refusal to purchase
the remaining one-third (1/3) of the Royalty from the Optionor, in the event the
Optionor wishes to sell his remaining interest in the Royalty.
Under the Option Agreement, the Optionor agreed to provide the Company with
all of the necessary geological information on the Properties, provide up to a
maximum of fifteen (15) working days of his time to the Company to assist in
matters related to the Properties, and the Company agreed to pay the Optionor
$300 (CDN) for each day of assistance provided to the Company.
If the Company fails to make any payments toward the Purchase Price, which
are required by the Option Agreement, the Optionor may give the Company a notice
of default and if the Company does not cure the default within ten (10) days
following delivery of the notice, the Optionor may terminate the Option
Agreement. The Company then will have six (6) months from the termination date
of the Option Agreement to leave the Properties in good standing, and three (3)
months to return copies of all of the reports, maps and other relevant documents
in the possession of the Company at the time the option is terminated.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS:
10.1* Option Agreement
* Attached hereto.
SIGNATURES
Pursuant to the requirement 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.
DRAGON GOLD RESOURCES, INC.
January 25, 2005
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/s/ Johannes Petersen
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Johannes Petersen
Chief Executive Office