UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10/A
No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) 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
(I.R.S. Employer
Incorporation or
Organization)
Identification
Number)
356 Rideau, suite 10
Ottawa, Ontario,
Canada K1N5Y8
(Address of (Zip Code)
Principal Executive
Offices)
Registrant telephone number, including area code: (819)
319-9347 / (418) 265-8587
Securities to be registered pursuant to Section 12(b) of
the Act:
None
Securities to be registered pursuant to Section 12(g) of
the Act:
Title of Each Class
Name of Each
Exchange on which
to be so Registered
Each Class is to be
Registered
Class (A) Voting
Shares
Warrants (Class A
attached)
N/A
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large
accelerated
filer
Accelerated
filer
Non-
accelerated
filer
(Do not
check if a
smaller
reporting
company)
X Smaller
reporting
company
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 SECs 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 SECs 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
Registrants Common Equity and Related Stockholder
Matters: 16
Item 10: Recent Sales of Unregistered Securities: 16
Item 11: Description of Registrants 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
Item 15: Financial Statements and Exhibits: 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 and Honduras 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 square km 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, Honduras 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 expresed 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 potential of 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 an expected 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 in equipment, 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 minimum
amount of 300,000 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 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 $.
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 Canadian shareholders and promoters
Hakim dAznag: 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 dAznag: CEO and member of the Audit committee.
Age: 33.
Address: Ottawa, Ontario.
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 Universite 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, Director and member
of the Audit committee.
Age: 57.
Address: Laval, Quebec
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: Montreal, Quebec
Profile: Mr Sebag has more than 30 years of
experience in the mining industry. He started at
Kina mine in the Val-Dor 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 the general practice found
in the industry. Comparables can be found in
specialized 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 dont
interfere with the companys 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
Registrants 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 that
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 Registrants 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.
GOLD VALLEY GLOBAL HOLDING CORP.
INTERIM STATEMENT OF OPERATIONS AND DEFICIT
AS AT JANUARY 6, 2016 (UNAUDITED)
Sales $ 0
Expenses
Operating expenses 50,000
(Schedule A)
Administrative expenses 650,525
(Schedule B)
700,525
Net loss (700,525)
Retained earnings, 0
beginning of year
Deficit
end of period (700,525)
GOLD VALLEY GLOBAL HOLDING CORP.
INTERIM BALANCE SHEET (UNAUDITED)
AS AT JANUARY 6, 2016
Assets
Current assets
Cash $ 3,433
Accounts receivable (note2) 199,699
203,132
Fixed assets (note 3) 1,181,250
Amortized intangible assets 540,000
(note 4)
$ 1,924,382
Liabilities
Current liability
Accounts payable (note 5) $ 913,657
Shareholders, non-interest- 1,681,250
bearing1,
2,594.907
Shareholders Equity
Issued capital (note 6) 30,000
Deficit (700,525)
(670.525)
$ 1,924,382
GOLD VALLEY GLOBAL HOLDING CORP.
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT JANUARY 6, 2016
1. Status and nature of activities
GOLD VALLEY GLOBAL HOLDING CORP. is a private
corporation incorporated under the Canada Business
Corporations Act. It operates in Ottawa and its
principal business interest is in the mining and metal
sector.
2.Accounts receivable
Sales tax receivable $ 175,699
Other receivables 24,000
$ 199,699
3.Fixed assets
Furniture and $ 1,069,500
equipment
Machinery 79,500
Rolling equipment 32,250
$ 1,181,250
4.Amortized intangible assets Net book value
License $ 540,000
5. Accounts payable
Accrued liabilities $ 913,657
6.Issued capital
300,000,000 shares issued $ 30,000
The companys 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.
Item 15. Financial Statements and Exhibits.
See Exhibits.
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)
By:/s/Moula
y Mokhtar
Mrani,
Director
Dated:
January 12th
2016