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): August 13, 2008
GOLDSPRING,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Florida
|
|
000-32429
|
|
65-0955118
|
|
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
1200
American Flat Road, Gold Hill, Nevada 89440
(Address
of principal executive offices) (Zip Code)
Registrant's
Telephone Number, Including Area Code: (775) 847-5272
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-
12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
DWC
Resources Acquisition
On
August
13, 2008, Goldspring, Inc. (the “Company”) entered into a binding letter of
intent to purchase certain property owned by DWC Resources, Inc. in Storey
County, Nevada. DWC Resources, Inc. is owned by John Winfield, who is a related
party to the Company, as the Company’s primary investor, along with several
entities which are affiliates of Mr. Winfield. Thus this acquisition is a
related party transaction.
The
purchase price is $7,500,000, but is subject to adjustment pursuant to the
results of a fairness opinion and/or appraisal to be obtained by the Company.
The purchase price will be paid through issuance of a $7,500,000 promissory
note
which shall bear interest at the rate of 9% to year with quarterly interest
payments due throughout the term of the note which is 5 years. At the seller’s
option, the principal amount and interest due on the note can be converted
into
common stock of the Company at a 15% discount to market. The purchased assets
include patented and unpatented lode mining claims owned by DWC Resources,
Inc.
in the Comstock Lode district. The letter of intent also provides for the
payment of royalties ranging from 2% - 6% of “net smelter returns” based upon
the price of gold per ounce and a 1% royalty to be paid to the party which
sold
the subject property to DWC Resources in 2007. There is also a commitment to
expend a minimum of $250,000 per year on exploration by the Company for five
years.
Sutro
Tunnel Sublease
The
Company simultaneously entered into a binding letter of intent to sublease
the
Sutro Tunnel Lease dated January 1, 2008 between Sutro Tunnel Co. and John
Winfield or his nominee. John Winfield is a related party to the Company, as
the
Company’s primary investor, along with several entities which are affiliates of
Mr. Winfield. Thus this acquisition is a related party transaction.
The
purchase price for the sublease is $2,000,000 (which is subject to adjustment
upon receipt of a third party fairness opinion/appraisal) payable pursuant
to
the issuance of a $2,000,000 promissory note which shall bear interest at the
rate of 9% to year with quarterly interest payments due throughout the term
of
the note which is 5 years. At the seller’s option, the principal amount and
interest due on the note can be converted into common stock of the Company
at a
15% discount to market. The letter of intent also provides for the payment
of
royalties ranging from 6% - 8% of “net smelter returns” based upon the price of
gold per ounce and a 1% royalty to be paid to Winfield if Winfield provides
an
acceptable buyout of the Sutro property. The Company is also required to fulfill
lessee’s obligations under the Sutro Tunnel Lease with regard to payment of
royalties and exploration expenditures.
Item
9.01. Exhibit
Attached
hereto as Exhibit 99.1 are letters of intent regarding the DWC acquisition
and
Sutro lease.
SIGNATURES
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.
|
|
GOLDSPRING,
INC.
|
| |
|
|
|
August
15, 2008
|
By:
|
/s/ Robert
T. Faber
|
|
|
|
Robert
T. Faber
|
|
|
|
President
and Chief Financial Officer
|
LIST
OF
EXHIBITS