UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) of The Securities Exchange Act of 1934
Gold Valley Global Holding Corp.
(Exact name of registrant as specified in its charter)
Ontario Canada
(State or other jurisdiction of incorporation or organization)
356 Rideau ST APT 10 Ottawa Ontario Canada
(Address of principal executive offices)
(I.R.S. Employer. Identification No.)
K1N 5Y8
(Zip Code)
(819) 319 - 9347
Registrant?s telephone number, including area code (418)-265-8587
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
Name of each
exchange on which
each class is to be
registered
Securities to be registered pursuant to Section 12(g) of the Act:
Class (A) Voting Shares
(Title of class)
Warrants (Class A attached)
(Title of class)
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or smaller
reporting company. See the definitions of ?large accelerated filer,?
?accelerated filer? and ?smaller reporting company? in Rule 12b-2
of the Exchange Act.
Large accelerated filer
Non-accelerated filer ? (Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
The Company is named in this document: Gold Valley.
Forward-Looking Statements
This Registration Statement contains forward-looking
statements that reflect our current views about future
events. We use the words ?anticipate,? ?assume,?
?believe,? ?estimate,? ?expect,? ?will,? ?intend,?
?may,? ?plan,? ?project,? ?should,? ?could,? ?seek,?
?designed,? ?potential,? ?forecast,? ?target,?
?objective,? ?goal,? or the negatives of such terms or
other similar expressions. These statements relate to
future events or our future financial performance and
involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels
of activity, performance or achievements to be
materially different from any future results, levels of
activity, performance or achievements expressed or
implied by these forward-looking statements. These
risks and other factors include those listed under Item
1A. Risk Factors and elsewhere in this Registration
Statement. These factors include, but are not limited
to:
* Our ability to instill confidence in our long-term
viability;
* Our ability to realize benefits from ours
industrials alliances and acquisitions;
* Our ability to control costs and implement cost
reduction and productivity improvement
initiatives;
* Changes in currency exchange rates and interest
rates;
* Our ability to accurately forecast;
* Our substantial indebtedness and limitations on
our liquidity that may limit our ability to
execute our business plan;
* Disruption of production due to shortages of
materials, labor strikes, or supplier
insolvencies;
* Changes in laws, regulations and government
policies, particularly those relating diplomatic
conventions.
If any of these risks and uncertainties materialize, or
if the assumptions underlying any of our forward-
looking statements prove incorrect, then our actual
results, level of activity, performance or achievements
may be materially different from those we express or
imply by such statements. We do not intend, or assume
any obligation, to update these forward-looking
statements. Any forward-looking statement speaks only
as of the date on which it is made.
Further Information about Gold Valley.
The public may read and copy the materials we file with
the Securities and Exchange Commission, or the SEC, at
the SEC?s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549.
The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-
SEC-0330. Additionally, the SEC maintains an internet
site that contains reports, proxy and information
statements, and other information regarding issuers,
like us, that file electronically with the SEC.
Upon the effectiveness of this Registration Statement,
we will become subject to the reporting and information
requirements of the Securities and Exchange Act of
1934, as amended, and as a result will file periodic
reports and other information with the SEC. These
periodic reports and other information will be
available for inspection and copying at the SEC?s
public reference room and the website of the SEC
referred to above, as well as on our website.
This reference to our website is an inactive textual
reference only, and is not a hyperlink. The contents of
our website are not part of this Registration
Statement.
Purpose for Filing this Registration Statement
We are filing this Registration Statement in order to
be able to file periodic and other reports with the
SEC.
Table of Contents
Item 1: Business: 6
Item A1: Risk Factors: 7-9
Item 2: Financial Information: 10-12
Item 3: Properties: 12
Item 4: Security Ownership of Certain Beneficial Owners and Management: 13
Item 5: Directors and Executive Officers: 13-14
Item 6: Executive Compensation: 15
Item 7: Certain Relationships and Related Transactions
and Director Independence: 16
Item 8: Legal Proceedings: 16
Item 9: Market Price of and Dividends on the Registrant?s
Common Equity and Related Stockholder Matters: 16
Item 10: Recent Sales of Unregistered Securities: 16
Item 11: Description of Registrant?s Securities to be Registered: 16
Item 12: Indemnification of Directors and Officers: 17
Item 13: Financial Statements and Supplementary Data: 17
Item 14: Changes in and Disagreements with Accountants
on Accounting and Financial disclosure: 17
SIGNATURES: 18
Item 1: Business:
The corporation
Gold Valley is a Canadian company founded by a group of
experts in the fields of mining, finance and project
management in order to acquire, develop and operate, in
whole or in joint venture, profitable gold resources in
regions known for their high potential. The company
focuses on regions such as West Africa and some parts
of Latin America. More specifically projects in Burkina
Faso, Ivory Coast and French Guiana have been under
serious evaluation.
Gold Valley is currently in process of being listed on
the OTC bulletin board. Its mission is to make
acquisitions and conclude partnerships with African and
South American entities already owning and or
developing high potential mineral properties.
Gold Valley concluded an agreement to acquire 100% of
Minatec SA. Minatec SA is a company in Burkina Faso
specialized in metallurgy and mid-scale gold mines
exploitation. A semi-industrial processing license is
on the way of being issued to Minatec SA by the local
authorities in order to build a first gold processing
unit. Minatec SA has a 90 years leasing agreement, on
12 km2 of land. It concluded an agreement to become the
exclusive beneficiary of Folonzo Comore mining site.
According to the geological study provided by the
ministry of mines, quarrying and energy of Burkina
Faso, the site would provide a minimum of 387 000
ounces of gold (probable ore reserve). All as specified
and consolidate in our financial statements. Several
acquisition agreements are under negotiation with other
nearby concessions.
Gold Valley needs to confirm the potential and the
outcomes of the local feasibility study. That study has
to be validated under the CNI 43-101 standard.
Gold Valley agreed to receive an investment in assets
(mining equipment) from Goldtex mining equipment Canada
that has an estimated book value of 1, 228, 000 CAD.
The purpose of this investment is to be used in the
pilot (Burkina Faso) and or in any compatible project
on the territory of Ivory-Coast or French Guiana.
Gold Valley concluded a partnership agreement with
COOMICI Ivory Cost in order to evaluate the opportunity
of a joint venture to develop some of their claims and
numerous traditional mining concessions.
Gold Valley is undertaking negotiations with Group ACI
France to seek further business opportunities in French
Guiana and build a trans-national financing structure
based on Canadian and French incentives and specific
national programs.
As exposed in its financial plan, Gold Valley intends
to make a first private placement of a maximum of $
500,000 CAD and a second public offering of a maximum
of $ 10,000,000 CAD (see financing structure).
Item 1A. Risk Factors:
General risk:
These risks related to the mining assets of the Company
include those generally incident to the ownership of
mineral properties and investing in commodities, as
well as changes in general economic conditions,
operating expenses, governmental rules and fiscal
policies, acts of God and other factors which are
beyond the control of the Company. Thus, all of the
risks normally attendant to the operation of a business
are present. Projections and forecast scenarios are
based on the best data available to the company. With
respect to any hypothetical pro forma projections
illustrative of distributable income, such projections
are hypothetical, and are not to be relied upon in any
way as constituting a guarantee or expectation of
investment return.
Political risk:
Political risk still remains and will continue to exist
beyond the protections given by FIPA treaties and EDC
risk insurance.
Possible Volatility of Stock Price:
Factors such as announcements, as well as quarterly
variations in the Corporation's operating results, or
gold commodity spot price may cause the market price of
the Common Stock to fluctuate significantly. In
addition, the stock market in recent years has
experienced price and volume fluctuations. These broad
market fluctuations, as well as general economic
conditions, may adversely affect the market price of
the Common Stock.
Geological data and feasibility study bias:
Even though the main hypothesis is prudent and
conservative, no study or extrapolation of ore resource
can be 100% certain and accurate.
Anti-Takeover Protections:
The Corporation's Certificate of Incorporation and By-
Laws (the "By-Laws") contain provisions which may be
deemed to be "anti-takeover" in nature or effect in
that such provisions may deter, discourage or make more
difficult the assumption of control of the Corporation
by another person by means of a tender offer, merger,
proxy contest or similar transaction. Holders of the
Common Stock issued and sold in the Offering will have
no pre-emptive rights to subscribe for a pro rata
portion of any capital stock which may be issued by the
Corporation.
Dependence/Reliance upon Key Personnel:
The Corporation's success will be largely dependent on
the decisions made by the board and additional officers
of the Corporation. Furthermore, the Corporation may
depend on its ability to attract and retain additional
qualified personnel to manage certain business
interests.
Competition for personnel is intense and the
Corporation may have to recruit qualified personnel
with competitive compensation packages, equity
participation and other benefits which may affect the
working capital available for the Corporation's
operations.
The Corporation's business is significantly dependent
upon the services of its management and consulting
personnel. In the event that current and/or additional
persons with experience in the Corporation's business
are not employed or retained and should these
individuals services for some reason no longer be
available to the Corporation, the Corporation's
operations and/or proposed business endeavors may be
adversely affected.
Possible Future Issuance of Additional Shares by the
Corporation:
The Corporation's Articles of Incorporation authorizes
the issuance of 500,000,000 shares of Common Stock. The
Corporation's Board of Directors has the power to issue
substantial additional shares and the right to
determine the voting dividend, conversion, liquidation,
preferences and other conditions of the shares without
Shareholder approval. Potential investors should be
aware that any such stock issuance may result in
reduction of the book value or market price, if any, of
the outstanding shares of Common Stock. If the
Corporation issues any additional shares of Common
Stock, such issuance will reduce the proportionate
ownership and voting power of each other shareholder.
Further, any new issuance of shares may result in a
change of control or the management of the Corporation.
Item 2. Financial Information:
Project financing structure:
The Folonzo project cost is estimated at 16,643,397.00
CAD. For a net present value of 174, 231,490.00 CAD.
Its financial structure is based on the combination of
three strategies:
1: Contribution of the founders and partners: 1,228,000
CAD, the land (12 hectare), the operating permit,
geological and environmental studies.
2: Institutional Guaranteed loan from EDC: 7,159, 500
CAD. This includes political risk insurance, liability
insurance and equipment insurance. The secured loan
will be sought as well from a financial institution or
a syndicate of Canadian banks.
3: IPO or convertible debenture: 8,255,897 CAD to cover
the preparation and construction of the infrastructure,
the acquisition of some equipment and the working
capital that cannot be covered by EDC guarantees.
Investments: 1 & 2:
First private placement: In the current state a maximum
amount of 500,000 CAD is needed to upgrade the in-
principles agreements into formal contracts and to
check and corroborate the geological feasibility
studies under Canadian standards. Finally this amount
will be required to strengthen cash and assume the
underlying costs of compliance and pre-project
expenses.
The private placement will be of a minimum of $ 300,000
CAD and a maximum of $ 500,000 CAD. This amount is to
be paid in convertible shares in the amount of 1,
000,000 shares at an initial price of $ 0.50 CAD per
share. One warrant is attached to every of those
shares. It is exercisable at any time at the same price
($ 0.50 CAD) and under the terms applicable to all
shareholders.
Second Placement: The placement of the product will be
of a minimum of $ 8,231,490 CAD and a maximum of $
10,000,000 CAD. This represents a minimum of 16,462,980
and a maximum of 20,000,000 shares at $ 0.50 CAD per
unit [Each unit consists of one (1) common share Stock
and one (1) Warrant] at a price $ 0.50 CAD.
Each warrant entitles the registered holder to
purchase, at any time from the date of the offer until
closing, one common share at a price of $ 0.50 CAD.
The Warrants contain provisions that protect the
holders thereof against dilution by adjusting the
exercise price of certain events such as stock
dividends, stock splits, mergers, sales substantially
all of the assets of the Company, and for other special
events. Units may be separated into common shares and
warrants at any time and thereafter are separately
transferable in whole or in part, at the sole
discretion of the Company. The shares are convertible
into Class A Shares
Use of proceed investment 2 :
Financing round 2:
CONVERTIBLE DEBENTURE OR IPO: 8,255,897 CAD.
Construction and material: 1,140,000.00 $
Engineering and technical studies: 712,814.38 $
Equipment residual financing 1,966,500.00 $
Working capital: 2,762,287.65$
Provision(20% of the Folonzo project budget) 1,674,295.41$
First project: Burkina Faso (Folonzo):
Project economics:
EXCHANGE RATE CAD/USD: 0.80
GOLD PRICE (ROUNDED LBMA FORECAST 2015): 1200 USD.
PROBABLE GOLD RESERVES: 387 000 OZ.
DISCOUNT RATE: 5%.
EDC GUARANTEED LOAN: 7,159,500 $.
PROMOTERS CONTRIBUTION: 1,228,000 $.
ESTIMATED PROJECT NET PRESENT VALUE:
174, 231,490.00 CAD
Item 3. Properrties:
On June 13th 2015, Gold Valley completed two in-
principle acquisition agreements. The first is with
Goltex Canada, a company specialized in mining tools
and equipment manufacturing. The final agreement will
consist in acquiring strategic assets (equipment and
technological processes) useful and essential for the
project. The second agreement is with Minatec (Burkina
Faso) for the acquisition of 100% of its shares. This
company is the beneficiary of 12 hectares of land. It
holds mining permit, transformation permit, geological
and environmental studies, approval of the community
agreement and some equipment.
At the moment of the acquisitions, the payment will be
in class A shares which will be hold in an escrow
account.
Note that while Mr. Jacques Sebag is the control
shareholder of both companies cited bellow, he is also
a shareholder, director, member of the audit committee
and member of the board of Gold Valley (see
shareholders, directors and officers below : Item 5).
Item 4. Security Ownership of Certain Beneficial
Owners and Management.
Capitalization
* Authorized shares: 500,000,000.
* Shares outstanding: 300,000,000 at 0.0001 CAD.
* Warrants: 48,000,000 at 0.20 CAD.
The original shareholders and promoters are:
Hakim d Aznag: 92, 170, 000.
Jacques Sebag: 60, 000, 000.
Moulay Mokhtar Mrani: 30, 000, 000.
Abdel Jabbar Abouelouafa: 29, 850, 000.
Groupe Menesva Ltee: 28,320, 000.
Wahbi Mernissi Malika : 20, 000,000.
Abdelaziz Mrani: 10, 000,000.
Guylaine Landry: 7, 500, 000.
Marie-Shadia Abouelouafa: 7, 500, 000.
Yasmine Abouelouafa : 7, 500, 000.
Julien Lajoie-Deschamps : 5, 100, 000.
Genevieve Simoneau: 1, 560, 000.
James Edward Simoneau: 500,000.
Item 5. Directors and Executive Officers.
Hakim d Aznag: CEO and member of the Audit committee.
* Age: 33.
* Address: 356 Rideau St Unit 10 Ottawa, On K1N 5Y8.
* Profile: Mr Hakim is Certified Lean Master
He has many years of experience in
international business development and project
management. He is a graduate of HEC Montreal and
University Laval in the field of political
economics and business administration. His ability
to seize trends in complex dynamics makes him a
strategic decision maker. Before co-founding GVGH
Corp. he was piloting continuous improvement
programs as a lean project implementation leader.
He worked for a Canadian city as a special project
manager where he built master plans, new work
process and performance indicators for many
departments under the direction of the public
works service.
Mrani Moulay Mokhtar: VP Finance and member of the Audit
committee.
* Age: 57.
* Address: 782, 75eme avenue Laval (Quebec) H7V 2Y7
* Profile: Mr Mrani is a CPA and owns a post-
graduate diploma specialized in financial
performance. He worked several years as department
manager and chief accountant, both in an
industrial context and in accounting and audit
firm context. From 2011 to 2012 and under the
invitation of the Central African Republic
Ministry of foreign affairs, Mr Mrani leaded a
Canadian business delegation looking for gold and
diamond business opportunities. His enlarged
network in Africa combined to his expertise makes
him an executive of choice.
Jacque Sebag: VP Production and member of Audit committee.
* Age: 63.
* Address: 1970 Rue du College Saint-Laurent (Quebec)
h4m 1l2
* Profile: Mr Sebag has more than 30 years of
experience in the mining industry. He started at
Kina mine in the Val-D?or region in Canada before
leaving to Venezuela where he developed new
process for the Minarven gold mine. That process
increased considerably the output of the mine
while reducing the wastes. In 1987, Jacques Sebag
started his own Venezuelan company (Goldtex) and
operated a smelting unit until he had to sell it
to local interest in 2007. Before joining the GVGH
team, Mr Sebag acted as an international
consultant and machinery supplyer for a diversity
of mines in Equator, Colombia, Brazil, Ghana, and
Honduras.
Board of Directors:
Directors who are also officers of the Corporation currently will
receive salaries or fees for serving as directors of the
Corporation. There are presently three (3) directors who are also
officers serving on the Board. The Corporation intends to add
outside directors to its Board after the completion of this
Offering. Outside directors may be compensated for their services
on the Board. All directors will be reimbursed by the Corporation
for any expenses incurred in attending Board meetings.
Advisory Committee/Products Committee:
The Company has plans to establish an Advisory Committee (or
Products Committee or the "Committee") to advice on potential and
viable opportunities for the Company. This committee is to consist
of not less than three nor more than eight persons who will be
appointed by the Board but not necessarily be members of the Board.
The purpose of the Committee is to consult with directors and
officers of the Company concerning the Company's products.
Management of the Company will staff the Committee with experts in
the mining industry.
Members of the Committee will serve at the Board's request and
there are no understandings at this time regarding any compensation
to be paid to members of the Committee over and above any salaries
already allocated to them as employees of the Company. The Board
has also decided that if the Company should decide to request
consulting services from any Committee members, not employees of
the Company, it will negotiate fees paid to such member for his/her
services. Management believes that such fees, if paid, will be
comparable with those fees paid to non-affiliates as negotiated in
an arms-length transaction.
Item 6. Executive Compensation.
Salaries:
Directors and officers of the Corporation will receive
salaries and bonus based on general the practice found in
the industry. Comparables can be found in specilized reports such
as Bedford compensation report for the mining industry.
Dividend policy:
Payment of dividends on the Common Stock are at the discretion of
the Board of Directors of the Corporation and will depend, among
other factors, upon the earnings, capital requirements, operations
and financial condition of the Corporation and its compliance with
covenants, terms and conditions of agreements with its lenders and
investors. The Corporation has not paid dividends on its Common
Stock and may not pay any dividend or make any other distribution
with respect to its Common stock.
The current policy of the Corporation's Board of Directors with
respect to its Common Stock is to retain earnings to provide for
the corporation's growth. Consequently, no cash dividends are
expected to be paid on the Common Stock in the foreseeable future.
The Corporation is further subject to provisions of Canadian law
which restrict the ability of the Corporation to pay a dividend if
it cannot meet its debts as they become due in the ordinary course
of business.
Employment Agreements; Life Insurance:
There are Employment Agreements with Management. Although there is
currently no key man life insurance, the Corporation may acquire
such insurance in the future.
Item 7. Certain Relationships and Related Transactions, and
Director Independence.
Directors and officers of Gold Valley are free to manage their
personal business as long as those business or activities within
those businesses don?t interfere with the company?s interests. As
it is indicated in their contracts, every director and officer is
in the obligation to comply with legal dispositions regarding
confidentiality, insider information, industrial secret and so on.
Item 8. Legal Proceedings.
No legal proceedings are currently against the company, its
officers and directors.
Item 9. Market Price of and Dividends on the Registrant?s Common
Equity and Related Stockholder Matters.
Shareholder assets value:
The share has been priced at $ 0,50 CAD per share. This valuation is
based on a conservative hypothesis which does not include any other
revenue than those coming from gold dore-bar. This valuation is only
based on the assumptions of the first Folonzo (Burkina Faso) project.
This valuation does not take into considerations other acquisition are
or will be under negotiation.
Item 10. Recent Sales of Unregistered Securities.
Currently no sale of shares has occurred as the company relied only
on its founders contributions.
Item 11. Description of Registrant?s Securities to be
Registered.
Securities to be registered:
* Shares outstanding: 300,000,000 at 0.0001 CAD
* Warrants: 48,000,000 at 0.20 CAD
Item 12. Indemnification of Directors and Officers.
The Corporation has adopted provisions that eliminate the personal
liability of its directors and/or officers to the Corporation and
its stockholders for monetary damages for breach of the directors'
fiduciary duties in certain circumstances and that authorize the
Corporation to indemnify its directors, officers, and other
agents, by bylaw, agreement, or otherwise, to the fullest extent
permitted by law.
The Bylaws of the Corporation provide for indemnification of
officers, directors and agents to the fullest extent permitted by
law. The Articles and By-Laws of the Corporation provide for
indemnification of director expenses, judgments, fines and
settlement payments.
Item 13. Financial Statements and Supplementary Data.
UNAUDITED FINANCIAL STATEMENTS
Gold Valley Global Holding
Balance sheets (unaudited assessments) for the exercises
2016 to 2018 (in thousands dollars; CAD)
ASSET Opening2016 2016 2017 2018
Current asset
Cash asset 7190 5435 12776 12549
Debtors 10019 0 0 0
Fixed assets - 10734 10734 10734 23534
Accumulated amortizations 0 1065 2130 3622
Net book value 10734 9669 8604 19912
Intangible asses 40 40 40 40
Total asset 27983 15144 21420 32501
Liability
Current liability
Creditors 9546 0 996 1840
Current soft loan long term 581 608 635 664
Garanted loan 6578 5971 5335 4671
Shareholders
Shares Capital 11277 11277 11277 11277
Benefit (Deficit) 0 (2711) 6249 11542
Accumulation of the other elements
of the global result (profits) 0 (3074) 2506
Total liability
and shareholders equity 27983 15144 21420 32501
Projected income statement for the exercise ending (in thousands CAD)
2016 2017 2018
Total earnings 3433 13775 27574
Expenses
Administrative expenses 20 62 3918
Operating expenses 5008 5350 8726
Professional fees 51 52 56
Financial fees - 1200 1230 1261
Fixed amortizations 1065 1065 1492
Exploitation expenses 6144 6529 14192
__________________________________________________________
Results before taxes (2711) 7246 13382
Taxes 0 996 1840
Net income (2711) 6249 11542
Projected cash flow statements (IN THOUSAND CAD)
Variations December2016 2017 2018
Operating activities
Net income (loss) (2711) 6249 11542
Add:
Adjustments for amortization 1065 1065 1492
Taxes 0 996 1840
_________________________ _____________________
Cash flows from operating
activities (1646) 8311 14874
Investing activities
Acquisition of properties
and equipment (9546) (12800)
_________________________ ______________________
Cash flows from investing
activities (9546) 0 (12800)
Financing activities
Guaranteed loan 7160
Issuance fo shares 10049
Dvidends paid (362) (669)
_________________________ ______________________
Cash flows from financing
activities 17209 (362) (669)
Net increase (decrease)
in cash during period (7771) (608) (1632)
Cash balance, beginning of period 7190 5435 12776
___________________________ _____________________
Cash balance, end of period 5435 12776 12549
The fiscal year ends on January 24th. At that time, the
company will comply with SEC regulation by filing Q10 and any other
required documents.
Item 14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
No changes and no inconvenience.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Gold Valley Global Holding Corp.
(Registrant)
Date:December 09th 2015 By: Hakim d'Aznag
Chief Executive Officer