Current Report Filing (8-k)
11 July 2014 - 8:02PM
Edgar (US Regulatory)
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
July 10, 2014
Date
of Report (Date of earliest event reported)
TERRACE VENTURES INC.
(Exact
name of registrant as specified in its charter)
|
NEVADA |
000-50569 |
91-2147101 |
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
810
Peace Portal Drive, Suite 201
Blaine,
WA
|
|
98230
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(360) 220-5218
Registrant's
telephone number, including area code
Not Applicable
(Former
name or former address, if changed since last report)
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:
| ____ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ____ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ____ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ____ |
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.
Assignment Agreement
with Lookout Mountain Gold Corp. (Golden Snow Property)
On July 10, 2014, Terrace
Ventures Inc. (the "Company") entered into an assignment agreement
with its subsidiary, Lookout Mountain Gold Corp. (the "Assignment").
Under the terms of the Assignment, the Company assigned all of its interest in
its April 26, 2011 agreement with Pengram Corporation ("Pengram")
(the "Option Agreement"). Under the Option Agreement, the Company had
the right to earn up to 75% of Pengram's interest in an agreement with
Scoonover Exploration LLC. and JR Exploration LLC. to gain up to a 100%
interest in the Golden Snow Property located in the Eureka District in Nevada
(the "Underlying Agreement"). The consideration of the Assignment is
the issuance of 3,000,000 common shares at a deemed price of $.005 per share in
the capital of Lookout Mountain Gold Corp. and the agreement to pay $60,000 USD
within twelve (12) months of the Assignment as reimbursement for expenditures
made by the Company on the Golden Snow Property.
On July 10, 2014, Lookout
Mountain Gold Corp. entered into an assignment agreement with Pengram (the
"Pengram Assignment"). Under the terms of the Pengram Assignment, all
obligations of Pengram under the Option Agreement are terminated. Pengram
assigned all of its interest in the Underlying Agreement. The consideration for
the Pengram Assignment is the issuance to Pengram's wholly owned subsidiary
Clisbako Minerals Inc. 2,000,000 common shares at a deemed price of $.005 per
share in the capital of Lookout Mountain Gold Corp. and to pay $40,000 USD
within twelve (12) months of the Pengram Assignment as reimbursement for expenditures
made by Pengram on the Golden Snow Property.
As a result of these
agreements, the Company is relieved of its obligations to complete work
programs and make payments to Pengram under the Option Agreement. The only
obligations for Lookout Mountain Gold Corp. to maintain the property interest
are, to pay BLM and County filing fees and to pay Option payments to Scoonover
Exploraion LLC. and JR Exploration LLC. of $30,000 USD per year.
The purpose of the
assignments was to consolidate the interests in the Underlying Agreement in one
entity in order to facilitate financing of work programs.
The Golden Snow
Property consists of 128 unpatented mineral claims covering 3.5 square miles in
South Eureka, Nevada.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number |
Description of Exhibit |
|
10.1 |
Earn-In
Agreement (Golden Snow) dated April 26, 2011, between Pengram
Corporation and Terrace Ventures Inc.(1)
|
|
10.2 |
Amendment
Agreement dated July 31, 2012, between Pengram Corporation and Terrace
Ventures Inc.(2)
|
|
10.3 |
Amendment
Agreement dated November 17, 2012, between Pengram Corporation and Terrace
Ventures Inc.(3)
|
|
10.4 |
Amendment
Agreement dated for reference May 30, 2013, between Pengram Corporation and
Terrace Ventures Inc.(3)
|
|
10.5 |
Assignment
Agreement dated July 10, 2014, between Terrace Ventures Inc. and Lookout
Mountain Gold Corp. |
|
10.6 |
Assignment
Agreement dated July 10, 2014, between Pengram Corporation and Lookout
Mountain Gold Corp. |
| (1)
|
Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 28, 2011.
|
| (2)
|
Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on August 15, 2012.
|
| (3) |
Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 12, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
TERRACE
VENTURES INC. |
| |
|
| Date:
July 10, 2014 |
By: |
/s/ Howard Thomson |
| |
|
HOWARD
THOMSON
President
and Chief Executive Officer
|
ASSIGNMENT AGREEMENT
THIS AGREEMENT is dated effective as
of the 10thday of July 2014.
BETWEEN:
| |
TERRACE VENTURES INC., of
Suite 201, 810 Peace Portal Drive
Blaine, WA 98230 |
OF
THE FIRST PART
AND:
| |
LOOKOUT MOUNTAIN GOLD CORP., of
Suite 704, 595 Howe Street
Vancouver, BC V6C 2T5
|
OF
THE SECOND PART
WHEREAS:
| A.
|
By an agreement dated April 26, 2011, as amended (the "Option Agreement") between Assignor and Pengram Corporation. Assignor was granted an option to acquire up to a 75% interest in Pengram's agreement with Scoonover Exploration LLC and JR Exploration LCC (the "Underlying Agreement"). The Underlying Agreement grants Pengram an option to purchase the Golden Snow Property, a property that consists of 128 mineral claims located in the Eureka Mining District in Eureka County, Nevada;
|
| B.
|
The Assignee is a wholly owned subsidiary of the Assignor;
|
| C.
|
The Assignor wishes to assign its right, title and interest in the Option Agreement.
|
NOW THEREFORE THIS
AGREEMENT WITNESSES THAT in consideration of the sum of $1.00 paid by
the Assignee to the Assignor, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
ASSIGNMENT
| 1.
|
The Assignor hereby assigns (the "Assignment") to the Assignee all of its right, title and interest in the Option Agreement and all benefits to be derived therefrom.
|
CONSIDERATION
| 2.
|
The consideration for the Assignment shall be the issuance on the execution of this Agreement of 3,000,000 common shares in the capital of the Assignee at a deemed price of $.005 per share and the payment of $60,000 USD within twelve months (12) of this Agreement as reimbursement for expenditures made by Assignor on the Golden Snow Property.
|
ASSIGNOR'S
REPRESENTATIONS AND WARRANTIES
| 3.
|
The Assignor represents and warrants to and covenants with the Assignee that:
|
| |
(a)
|
the Assignor has full corporate power and capacity to enter into this Agreement and this Agreement has been validly authorized, executed and delivered by the Assignor;
|
| |
(b)
|
the entering into and the performance of this Agreement and the transactions contemplated herein will not result in the violation of any of the terms and provisions of the constating documents of the Assignor, any shareholders’ or directors’ resolutions, or of any indenture, other agreement, written or oral, to which the Assignor may be bound or to which it may be subject, or any judgment, decree, order, rule or regulation of any court or administrative body by which the Assignor is bound, or any statute or regulation applicable to the Assignor;
|
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(c)
|
the Assignor is the lawful owner of, has good legal and beneficial title to, and has the right to assign the Option Agreement free and clear of all liens, charges, encumbrances, obligations and any other restrictions;
|
| |
(d)
|
the Option Agreement is a valid and subsisting agreement;
|
| |
(e)
|
there have been no defaults or acts by the Assignor under the Option Agreement which have or would permit the Optionor to terminate the Option Agreement;
|
| |
(f)
|
to the best of the knowledge of the Assignor after due inquiry, the Property is free and clear of all liens, charges, and encumbrances;
|
| |
(g)
|
to the best of the knowledge of the Assignor after due inquiry, the Optionor is, and on the exercise of the option in the Option Agreement, will be the beneficial owner of and has the right to dispose of and to give good marketable title to the Assignee, in and to the Property, free and clear of all liens, charges and encumbrances;
|
| |
(h)
|
there is no litigation, proceeding or investigation pending or threatened against the Assignor or, to the best of the knowledge of the Assignor after due inquiry, the Optionor, the Option Agreement or the Property, nor does the Assignor know, or have any grounds to know after due inquiry, of any basis for any litigation, proceeding or investigation which would affect the Option Agreement or the Property; and
|
| |
(i)
|
the assignment of the Option Agreement from the Assignor to the Assignee has been approved by Pengram Corporation.
|
REPRESENTATIONS AND WARRANTIES SURVIVE
| 4.
|
The representations and warranties of the Assignor shall survive the completion of the assignment of the Option Agreement and the Assignor’s interest in the Property from the Assignor to the Assignee. The Assignor agrees to indemnify the Assignee against any loss or damage sustained by the Assignee, directly or indirectly, by reason of a breach of any of the Assignor’s warranties or representations. The Assignor acknowledges that the Assignee has entered into this Agreement relying on such warranties and representations, and no information which is now known or which may hereafter become known to the Assignee or its officers, directors or professional advisors, will limit or extinguish the right to indemnify hereunder.
|
ENUREMENT
| 5.
|
This Agreement shall enure to the benefit of and be binding upon the parties to this Agreement and their respective successors and assigns.
|
GOVERNING LAW
| 6.
|
This Agreement will be governed by and constructed in accordance with the laws of the State of Nevada having application hereto, which shall be deemed to be the proper law of this Agreement.
|
IN WITNESS WHEREOF the
parties hereto have executed this Agreement as of the day and year first above
written.
| TERRACE VENTURES INC. |
LOOKOUT
MOUNTAIN GOLD CORP. |
| |
|
| by, |
by, |
| |
|
| /s/ Howard Thomson |
/s/
Howard Thomson |
| _______________________________ |
_______________________________ |
| Howard Thomson |
Howard Thomson |
ASSIGNMENT AGREEMENT
THIS AGREEMENT is dated effective as
of the 10day of July 2014.
BETWEEN:
| |
PENGRAM CORPORATION, of
1200 Dupont Street, Suite 2J
Bellingham, WA 98225 |
OF
THE FIRST PART
AND:
| |
LOOKOUT MOUNTAIN GOLD CORP., of
Suite 704, 595 Howe Street
Vancouver, BC V6C 2T5 |
OF
THE SECOND PART
WHEREAS:
| A.
|
By an agreement dated April 26, 2011, as amended (the "Option Agreement") the Assignor granted Terrace Ventures Inc. ("Terrace") an option to acquire up to 75% of the Assignor's interest in an agreement dated March 31, 2011, as amended (the "Underlying Agreement") between Assignor and Scoonover Exploration LLC. and JR Exploration LLC. Assignor was granted an option to purchase the Golden Snow Property, a property that consists of 128 mineral claims located in the Eureka Mining District in Eureka County, Nevada;
|
| B.
|
By an agreement dated July 10, 2014, the Assignee acquired the interest of Terrace in the Option Agreement.
|
| C.
|
The Assignee wishes to acquire all the Assignors right, title and interest in the Underlying Agreement.
|
NOW THEREFORE THIS
AGREEMENT WITNESSES THAT in consideration of the sum of $1.00 paid by
the Assignee to the Assignor, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
ASSIGNMENT
| 1.
|
The Assignor hereby assigns (the "Assignment") to the Assignee all of its right, title and interest in the Underlying Agreement and all benefits to be derived therefrom.
|
CONSIDERATION
| 2.
|
The consideration for the Assignment shall be the issuance to Clisbako Minerals Inc., a wholly owned subsidiary of Assignor, on the execution of this Agreement of 2,000,000 common shares in the capital of the Assignee at a deemed price of $.005 per share and the payment of $40,000 USD within twelve months (12) of this Agreement as reimbursement for expenditures made by Assignor on the Golden Snow Property.
|
ASSIGNOR'S
REPRESENTATIONS AND WARRANTIES
| 3.
|
The Assignor represents and warrants to and covenants with the Assignee that:
|
| |
(a)
|
the Assignor has full corporate power and capacity to enter into this Agreement and this Agreement has been validly authorized, executed and delivered by the Assignor;
|
| |
(b)
|
the entering into and the performance of this Agreement and the transactions contemplated herein will not result in the violation of any of the terms and provisions of the constating documents of the Assignor, any shareholders’ or directors’ resolutions, or of any indenture, other agreement, written or oral, to which the Assignor may be bound or to which it may be subject, or any judgment, decree, order, rule or regulation of any court or administrative body by which the Assignor is bound, or any statute or regulation applicable to the Assignor;
|
| |
(c)
|
the Assignor is the lawful owner of, has good legal and beneficial title to, and has the right to assign the Option Agreement free and clear of all liens, charges, encumbrances, obligations and any other restrictions;
|
| |
(d)
|
the Option Agreement is a valid and subsisting agreement;
|
| |
(e)
|
there have been no defaults or acts by the Assignor under the Option Agreement which have or would permit the Optionor to terminate the Option Agreement;
|
| |
(f)
|
to the best of the knowledge of the Assignor after due inquiry, the Property is free and clear of all liens, charges, and encumbrances;
|
| |
(g)
|
to the best of the knowledge of the Assignor after due inquiry, the Optionor is, and on the exercise of the option in the Option Agreement, will be the beneficial owner of and has the right to dispose of and to give good marketable title to the Assignee, in and to the Property, free and clear of all liens, charges and encumbrances;
|
| |
(h)
|
there is no litigation, proceeding or investigation pending or threatened against the Assignor or, to the best of the knowledge of the Assignor after due inquiry, the Optionor, the Option Agreement or the Property, nor does the Assignor know, or have any grounds to know after due inquiry, of any basis for any litigation, proceeding or investigation which would affect the Option Agreement or the Property; and
|
| |
(i)
|
Optionor consent to transfer is not required and a copy of the Assignment has been provided to Scoonover Exploration LLC. and JR Exploration LLC.
|
| |
(j)
|
Upon execution of the Agreement, all obligations and liabilities of Terrace and/or the Assignee to the Assignor under the Option Agreement shall terminate.
|
REPRESENTATIONS AND WARRANTIES SURVIVE
| 4.
|
The representations and warranties of the Assignor shall survive the completion of the assignment of the Option Agreement and the Assignor’s interest in the Property from the Assignor to the Assignee. The Assignor agrees to indemnify the Assignee against any loss or damage sustained by the Assignee, directly or indirectly, by reason of a breach of any of the Assignor’s warranties or representations. The Assignor acknowledges that the Assignee has entered into this Agreement relying on such warranties and representations, and no information which is now known or which may hereafter become known to the Assignee or its officers, directors or professional advisors, will limit or extinguish the right to indemnify hereunder.
|
TRANSFER
| 5.
|
Upon transfer, the Assignee shall perform all the obligations of the Assignor to be performed under the Option Agreement in respect to the interest to be acquired by it from the Assignor to the same extent as if the Option Agreement had been originally executed by such Assignee; and
|
| 6.
|
Assignee may at any time before the date of exercise or termination of the Option or thereafter, sell, transfer or otherwise dispose of all or any portion of its interest in the Property and the Option Agreement provided that any purchaser, grantee or transferee of any such interest shall have first delivered to the Optionors its agreement relating to the Option Agreement and to the Property.
|
ENUREMENT
| 7. |
This Agreement shall enure to the benefit of and be binding upon the parties to this Agreement and their respective successors and assigns.
|
GOVERNING LAW
| 8. |
This Agreement will be governed by and constructed in accordance with the laws of the State of Nevada having application hereto, which shall be deemed to be the proper law of this Agreement.
|
IN WITNESS WHEREOF the
parties hereto have executed this Agreement as of the day and year first above
written.
| PENGRAM CORPORATION. |
LOOKOUT
MOUNTAIN GOLD CORP. |
| |
|
| by, |
by, |
| |
|
| /s/
Richard Donaldson |
/s/
Howard Thomson |
| _______________________________ |
_______________________________ |
| Richard Donaldson |
Howard Thomson |
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