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): May 24, 2012
OROFINO GOLD CORP.
(Exact name of registrant as specified in its charter)
Nevada 333-152356 98-0453936
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
93-B342 Xinliu Stree
Zhong Shan District
Dalian 116001, China
(Address of principal executive offices)
011 86 411 82 72 6933
(Registrant's telephone number, including area code)
Carrera 40
No. 10A-65
Barrio El Poblado
Medellin, Colombia
(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)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
<PAGE>
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 25, 2012, Orofino Gold Corp. (ORFG) (the "Registrant") issued a press
release containing its results of operations for the three-month period and
six-month period ended November 30, 2011. The Registrant also included certain
financial information regarding stockholders' equity and cash flows since
inception (April 12, 2005). All such information is unaudited and has not been
reviewed by an independent public accounting firm. A copy of the press release
and the financial information is attached to this Form 8-K.
The Registrant did not file its Annual Report on Form 10-K for the year ended
May 31, 2011 with the Securities and Exchange Commission (the "Commission") by
the required due date of August 29, 2011. Registrant's Annual Report on Form
10-K for the year ended May 31, 2010, filed on September 7, 2010, did not
contain audited financial statements. In addition, the Quarterly Reports on Form
10-Q for the fiscal quarters ended August 31, 2010, November 30, 2010, and
February 28, 2011, filed by Registrant on October 15, 2010, January 20, 2011 and
April 14, 2011, respectively, did not contain financial information reviewed by
an independent public accounting firm. As a result, these reports did not meet
the reporting requirements of the rules and regulations promulgated by the
Commission.
As reported in its Annual Report on Form 10-K for the year ended May 31, 2010,
Registrant is a development stage company that has generated minimal revenues to
date and has not been able to sustain profitability. Registrant has been able to
continue operations as a result of cash provided by loans to Registrant from
various third parties to fund its operations. These loans are unsecured, to be
repaid on demand, are convertible into shares of common stock of the Registrant
in lieu of payment, and bear interest at a rate of 10% starting on June 1, 2010.
The loans have not provided Registrant with sufficient funds to meet all of its
operating obligations. Therefore, Registrant has not had the financial resources
necessary to retain an independent public accounting firm to review and audit
its financial statements as contained in the referenced Quarterly Reports on
Form 10-Q or the Annual Report on Form 10-K as applicable.
Registrant continues to be challenged by the current economic environment in its
efforts to raise additional funds for operations. As a result, it is only
beginning the process of preparing its Annual Report on Form 10-K for the year
ended May 31, 2011. Registrant intends to prepare the Annual Report with
expanded financial and other disclosures in lieu of filing a separate Annual
Report on Form 10-K for the fiscal years ended May 31, 2010, 2011 and 2012, and
Quarterly Reports on Forms 10-Q for each of the Registrant's fiscal quarters
commencing with the fiscal quarter ended August 31, 2009, subject to approval of
such intent by the Commission.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
In January 2011, the Company, by resolutions of its Board of Directors, approved
the issuance of a total of US$752,571.65 of 10% Convertible Promissory Notes
(the "Convertible Notes"). The Convertible Notes were issued to fund general
corporate expenses and provide capital for the acquisition and maintenance of
the Company's mining concessions and are secured by all of the assets of the
Company. The Convertible Notes are convertible into restricted shares of common
stock, par value $0.001 per share (the "Common Stock") of the Company, at the
rate of US$0.0075 per share. The Convertible Notes bear interest at the rate of
ten percent (10%) per annum and are due and payable in full on February 28,
2011, unless sooner converted by the holder of the Convertible Note in to shares
of Common Stock. All of the Convertible Notes were issued on January 18, 2011,
effective as of August 31, 2010 or January 18, 2011 as indicated in each of the
Convertible Notes. At January 18, 2011, the Convertible Notes were issued to the
holders indicated in the following table effective as of the dates indicated and
in the amounts set forth opposite their respective names.
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Name of Holder Effective Date Face Amount
-------------- -------------- -----------
James Forward August 30, 2010 US$472,894.50
January 18, 2011 118,771.94
Capiscum Verte Ltd. (1) August 30, 2010 64,912.06
January 18, 2011 2,493.53
Capiscum Management Corp. August 30, 2010 38,043.28
January 18, 2011 6,471.93
Orofino Capital Corp. (2) August 30, 2010 47,159.76
January 18, 2011 1,824.65
-------------
TOTAL US$752,571.65
=============
----------
(1) Capiscum Verte Ltd. is a limited liability company formed under the laws of
the Turks & Caicos Islands and is indirectly controlled by Integra Ltd., an
unaffiliated entity organized under the laws of the Turks & Caicos Islands.
(2) Orofino Capital Corp. is a British Columbia, Canada corporation controlled
by Terry Kirby and Arshad Shah, both citizens of Canada.
Pursuant to an Agreement for Purchase and Sale of Convertible Promissory Note
dated January 24, 2011, James Forward sold to Desert Area Investments, LLC, a
Colorado limited liability company ("DAI"), US$382,500.00 of the debt obligation
of the Company evidenced by that certain Convertible Note in the amount of
US$472,894.50 (the "Forward Convertible Note") for cash consideration of
US$100,000.00 payable in installments as follows: (i) US$15,000.00 upon
execution of the agreement; (ii) US$15,000.00 on or before March 4, 2011; (iii)
US$15,000.00 on or before August 5, 2011, plus interest accrued to that date
calculated at the rate of 6% in the amount of US$2,100.00; and (iv) US$55,000.00
on or before January 24, 2012, plus accrued interest of US$1,650.000. Upon
payment of the purchase price in full, DAI has the right to convert it interest
into shares of the Common Stock at the rate of $0.0075 per share (51,000,000
shares). Pursuant to the terms of the agreement, as security for full payment,
Mr. Forward continues to hold the Forward Convertible Note until such time as
DAI pays all consideration due under the agreement. At the time of this filing,
DAI is in default under the agreement as it has failed to make the payments due
on August 5, 2011 and January 24, 2012. As a result, DAI is in default under the
purchase and sale agreement, penalty interest at the rate of 10% per annum is
accumulating on the unpaid portion of the purchase price, and Mr. Forward
continues to hold the Forward Convertible Note.
On February 3, 2011, Mr. Forward entered into a Purchase and Sale of Convertible
Promissory Note pursuant to which he sold US$41,250 of the debt obligation
evidenced by the Forward Convertible Note for cash consideration of US$30,000,
which amount was paid on or before April 1, 2011, to Desert Area Gold Group,
LLC, an entity affiliated with the principals of DAI. Desert Area Gold Group
converted the debt obligation into 5,500,000 shares of Common Stock on April 11,
2011.
Pursuant to two separate Agreements for Purchase and Sale of Convertible
Promissory Note each dated March 1, 2011, Orofino Capital Corp. sold US$8,550.00
face amount of debt evidenced by its Convertible Note issued effective August
30, 2010 to each of Messrs. Terry Kirby and Arshad Shah for US$8,550 payable on
or before December 31, 2011. Such amount has been paid in full. As a result,
each of Messrs. Kirby and Shah had the right to convert the debt evidenced by
the purchased right into 1,140,000 shares of Company Common Stock.
On March 8, 2011, Capiscum Verte Ltd. sold portions of its rights in the
Convertible Notes described in the table above to the individuals and in the
amounts set forth below in consideration for the payment set forth below.
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Amount of Number of Shares of Common
Name of Purchaser (1) Convertible Debt Stock upon Conversion of Note
--------------------- ---------------- -----------------------------
Montana Moon Ltd. US$22,500 3,000,000
Rizzoli Investments Ltd. US$22,500 3,000,000
Shades of Glory Ltd. US$ 7,500 1,000,000
----------
(1) Each of these entities are limited liability companies formed under the
laws of the Turks & Caicos Islands controlled by Grand Palm Ltd., a trust
company established under the laws of the Turks & Caicos Islands for the
benefit of unaffiliated third parties.
On March 8, 2011, James Forward sold portions of the rights in the Forward
Convertible Note to the individuals and in the amounts set forth below in
consideration for the payment set forth below.
Amount of Number of Shares of Common
Name of Purchaser Convertible Debt Stock upon Conversion of Note
----------------- ---------------- -----------------------------
Amalgamative Market US$37,500 5,000,000
Group, LLC (1)
Doubletree Partners II, LLC (2) US$37,500 5,000,000
LPWC, LLC (2) US$37,500 5,000,000
Scari Holdings,LLC (2) US$37,500 5,000,000
Rodeo Drive, Ltd. (3) US$15,000 2,000,000
----------
(1) a limited liability company formed under the laws of the State of Colorado,
which is controlled by a non-affiliate of Mr. Forward.
(2) a limited liability company formed under the laws of the State of Arizona,
in each case controlled by non-affiliates of Mr. Forward.
(3) a limited liability company formed under the laws of the Turks & Caicos
Islands controlled by Grand Palm Ltd., a trust company established under
the laws of the Turks & Caicos Islands for the benefit of unaffiliated
third parties.
As a result of the transactions described in the previous paragraphs of this
"Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant" and the transactions described in
"Item 3.02 - Unregistered Sales of Equity Securities" whereby certain of the
rights in the Convertible Notes were converted to shares of the Company's Common
Stock, the total face amount of Convertible Notes remaining outstanding is
US$442,121.65. This remaining amount is convertible into shares of Common Stock
at the rate of US$0.0075 per share, or 58,949,553 shares of Common Stock.
In December 2011, Mr. Forward loaned US$200,000.00 to the Company for use as
working capital to meet certain obligations of the Company. In February 2012,
Mr. Forward loaned an additional US$152,130 to the Company for additional
working capital. These amounts are recorded as debt on the books of the Company
and are to be evidenced by a non-convertible unsecured promissory note bearing
interest at the rate of 10% per annum.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On March 8, 2011, the Company issued 24,000,000 restricted shares at $0.015 each
to Grove Street Path Inc., a Panamanian corporation ("Grove Street"), in order
to satisfy contractual obligations between the Company and Grove Street with
respect to an option to purchase the rights to four mineral concessions located
in Colombia held by Grove Street. See "Item 8.01 - Other Events" below for
additional information regarding the Company's rights to these mineral
concessions. Grove Street is controlled by Clear Blue Investments Ltd., a
Panamanian company and Mr. Herminio Duarte, an unaffiliated third-party.
4
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On March 8, 2011, each of Messrs. Kirby and Shah delivered a Notice of
Conversion to the Company to exercise their respective rights pursuant to the
terms of each of the Agreement for Purchase and Sale of Convertible Promissory
Note described above under "Item 2.03 - Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant". On the same date, the Company directed its Stock Transfer Agent,
Island Stock Transfer, to issue share certificates representing 1,140,000 to
each of Messrs. Kirby and Shah.
On March 8, 2011, each of Montana Moon Ltd., Rizzoli Investments Ltd. and Shades
of Glory Ltd. delivered Notices of Conversion to the Company to exercise their
respective rights to convert the debt evidenced by their respective interests in
the Convertible Notes described above under "Item 2.03 - Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant" into shares of Common Stock. On the same date, the Company
directed its Stock Transfer Agent, Island Stock Transfer, to issue share
certificates representing 3,000,000, 3,000,000 and 1,000,000 to each of Montana
Moon Ltd., Rizzoli Investments Ltd. and Shades of Glory Ltd., respectively. In
addition, on March 8, 2011, Capiscum Verte Ltd. delivered a Notice of Conversion
to the Company requesting the conversion of US$12,750 of the Convertible Debt
which it holds into 1,700,000 shares of Common Stock. On the same date, the
Company directed its Stock Transfer Agent, Island Stock Transfer, to issue share
certificates representing 1,700,000 shares to Capiscum Verte, Ltd.
On March 8, 2011, each of Amalgamative Market Group, LLC, Doubletree Partners
II, LLC, LPWC, LLC, Scari Holdings, LLC and Rodeo Drive, Ltd. delivered Notices
of Conversion to the Company to exercise their respective rights to convert
their rights in the Convertible Notes described above under "Item 2.03 -
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant" into shares of Common Stock. On the same
date, the Company directed its Stock Transfer Agent, Island Stock Transfer, to
issue share certificates representing 5,000,000, 5,000,000, 5,000,000, 5,000,000
and 2,000,000 to each of Amalgamative Market Group, LLC, Doubletree Partners II,
LLC, LPWC, LLC, Scari Holdings, LLC and Rodeo Drive, Ltd., respectively. In
addition, on March 8, 2011, Mr. Forward delivered a Notice of Conversion to the
Company requesting the conversion of US$21,750 of the Convertible Debt which it
holds into 2,900,000 shares of Common Stock. On the same date, the Company
directed its Stock Transfer Agent, Island Stock Transfer, to issue share
certificates representing 2,900,000 shares to Capiscum Verte, Ltd.
On March 28, 2011, the Company issued 5,000,000 warrants to an affiliate of DAI
at $0.10 each for total cash consideration of $500,000. The warrants may be
exercised to purchase 5,000,000 shares at $1.00 each until December 31, 2012 or
may be surrendered for the receipt of 2,500,000 restricted shares. The cash
proceeds from the sale of the warrants was used by the Company to fund marketing
and other expenses incurred by the Company in 2011.
On August 23, 2011, the Company issued 550,000 restricted shares at $0.0075 each
to two unaffiliated parties pursuant to the exercise of US$4,125 of the
Convertible Notes held by Mr. Forward. This amount of the Convertible Notes was
assigned to each of the two parties in satisfaction of obligations among the
parties.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On May 24, 2012, the Board of Directors of the Company accepted the verbal
resignation of Alfonso Calderon as Chief Executive Officer and President of the
Company. The Board of Directors appointed Mr. Ning Shi Long as President and
Chief Executive Officer to replace Mr. Calderon. Mr. Long has served as a
director of the Company since 2010 and is a principal shareholder in the Company
holding 30,000,000 shares of the Company's Common Stock. Mr. Long is a
professional software engineer who has led an experienced team in developing and
operating specified information and data systems for the past 12 years. His
company has designed and successfully commissioned over 20 software
installations at local and national organizations throughout China.
5
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On May 24, 2012, the Board of Directors also approved the hiring of Jia Song as
Chief Financial Officer of the Company. Ms. Song is a graduate of Dongbei
University of Finance and Economics (DUFE) with a degree in accounting. She also
holds a Master's Degree in Accounting from DUFE. While matriculating for her
Master's Degree, she interned for Dalian Dajiu Wine Selling Co. Ltd. and Dalian
Zhengan Certified Public Accountants. She has also passed three parts of the
certified public accounting exam. Ms. Song starts her employment effective June
1, 2012. The Company has not entered into an employment agreement with Ms. Song.
ITEM 8.01 OTHER EVENTS.
On November 24, 2010, the Company entered into an Option Agreement with Grove
Street pursuant to which the Company obtained an exclusive and irrevocable
option to acquire all of Grove Street's undivided 80% beneficial interest in and
to the mineral concession in the Department of Bolivar, Colombia known as 14305
(also referred to as the "San Carlos Concession"). The Company also acquired the
right during the term of the Option to act in Grove Street's name and stead with
respect to all matters connected to the San Carlos Concession and to enter on
the property to conduct geological reconnaissance and testing, exploration and
development work. The aggregate consideration for the option includes payments
in cash in installments of US$25,000 on or before January 31, 2011, and
additional US$50,000 on or before February 28, 2011, an additional US$50,000 on
or before March 31, 2011, and an additional US$200,000 on or before June 1,
2011. In addition to the cash payments, the Company is obligated to deliver
11,000,000 million shares of the Common Stock of the Company as follows:
6,000,000 shares of Common Stock on or before March 31, 2011 (which amount was
delivered on March 8, 2011); 2,500,000 shares of Common Stock on or before March
31, 2012; and 2,500,000 shares of Common Stock on or before December 31, 2012.
In addition, the Company is to pay Grove Street a 3% "net smelter return", as
calculated in accordance with Exhibit B to the Option Agreement. Upon complete
payment of all consideration due, the option will be deemed to have been
automatically exercised.
On November 24, 2010, the Company entered into a second Option Agreement with
Grove Street to obtain an exclusive and irrevocable option to acquire all of
Grove Street's undivided 80% beneficial interest in the mineral concession in
the Department of Bolivar, Colombia known as 12033 (also referred to as the
"Culoalzao Concession"). This Option Agreement is identical to the Option
Agreement with respect to the San Carlos Concession.
Grove Street's rights to the Culoalzao Concession and the San Carlos Concession
were the result of an Option Agreement between Grove Street and Compania Minera
Los Mates S.A.S., a simplified stock company (or "sociedad por acciones
simplificada") formed under the laws of the country of Colombia ("Los Mates").
Los Mates holds its rights to each of the Culoalzao Concession and the San
Carlos Concession pursuant to the terms of a contract dated November 24, 2010,
with the owners of the land on which the concessions are located, as evidence by
their rights granted by the Secretary of Mines and Energy of the State of
Bolivar, Colombia. The contract requires the payment of a total of 2,100,000,000
Colombian pesos (US$1,050,000 at the exchange rate on May 24, 2012) due prior to
the end of each six month period after the effective date of the agreement as
follows:
Timing of Payment Amount in Colombian Pesos
----------------- -------------------------
Prior to end of first six months 100,000,000.00
Prior to end of second six months 200,000,000.00
Prior to end of third six months 300,000,000.00
Prior to end of fourth six months 400,000,000.00
Prior to end of fifth six months 500,000,000.00
Prior to end of sixth six months 600,000,000.00
----------------
TOTAL 2,100,000,000.00
================
Title to the Culoalzao Concession has been transferred to Los Mates pursuant to
the terms of the agreement between Los Mates and the property owners. The title
to the San Carlos Concession is still pending due to a government moratorium on
the transfer of mineral concession rights by the Colombian national government.
This moratorium is expected to continue through 2012.
6
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In addition to the concessions described above, the Company holds options to
acquire rights in an additional two concessions. In November 2010, the Company
entered into an Option Agreement with Grove Street to acquire its rights to two
additional mineral concessions in the Department of Bolivar, Colombia known as
JCP-08354X (the "Rio Viejo Concession") and JGF-09412 (the "La Azul Concesson").
Each of these option agreements had the same terms as those described above for
the Culoalzao Concession and the San Carlos Concession.
As disclosed in the Company's Form 8-K filed on April 20, 2011, which is
incorporated herein by reference for all purposes, the Company amended each of
the four option agreements with Grove Street on April 18, 2011 by executing an
Amended Option Agreement related to all four mineral concessions located in
Colombia. The Amended Option Agreement revised the payment terms due under the
existing four option agreements for aggregate consideration as follows:
Cash Payment Due
Payment Date (US Dollars) Stock Issuance
------------ ------------ --------------
November 30, 2010 $ 5,000 (paid)
January 31, 2011 $100,000 (paid)
March 31, 2011 $150,000 (paid) 24,000,000 (issued)
April 18, 2011 $ 50,000 (paid)
Every six months starting
October 1, 2011 (1) $ 900,000
March 31, 2012 10,000,000
December 31, 2012 10,000,000
----------
(1) May be paid one-half by way of issuing restricted Common Stock at a 10-day
average trading price at the option of the Company.
Due to the Company's financial condition, it was unable to make the cash payment
due to Grove Street on October 1, 2011.
On December 23 2011, the Company's Board of Directors authorized a further
amendment to the Amended Option Agreement dated April 18, 2011, whereby the
Company would release its option to acquire Grove Street's interest in the
Culoalzao Concession and the San Carlos Concession. The reasons for this
decision was the poor financial condition of the Company, the belief that the La
Azul Concession and the Rio Viejo Concession could be more productive and
economical for the Company, the fact that Los Mates has excellent relationships
with the artisanal miners on the La Azul Concession, and the fact that the Rio
Viejo Concession has strong geology and is relatively unexplored. As a result,
the Company entered into an Amended Option Agreement with Grove Street further
amending the Amended Option Agreement dated April 18, 2011. This Amended Option
Agreement revised the prior Amended Option Agreement by extending the rights of
the Company to acquire Grove Street's undivided 80% interest in the La Azul
Concession and Rio Viejo Concession and eliminating the Company's previous
agreements to acquire the Culoalzao Concession and the San Carlos Concession.
The payment terms were also modified so that the Company is obligated to make
cash payments of US$450,000 every six months starting July 1, 2012 and to
deliver 10,000,000 shares of Common Stock on or before each of March 31, 2012
and December 31, 2012. The remainder of the terms of the original Option
Agreement with respect to each of the La Azul Concession and the Rio Viejo
Concession remain in place.
In February 2012, Michael James, a United States-based geologist working as a
consultant to the Company in the State of Bolivar, Colombia, issued a report
regarding the Rio Viejo Concession and the potential "epithermal deposit" near
Rio Viejo, Bolivar, Colombia. The Rio Viejo Concession is in the San Lucas Range
of the southern Bolivar Department. It is approximately 880 hectares in area and
covers a group of broad low hills located between San Pablo and Norosi Creeks.
See Figures 1 and 2 of the report, which is filed as an exhibit to this Form
8-K, for further information on the location of the concession and the epthermal
deposit. This area is reasonably accessible when compared with other potentially
productive concessions as it is served by paved road and accessed by the
Magdalena River. Electricity has recently been pulled to parts of the area. The
report concludes that "preliminary and photogeologic conditions offer the
7
<PAGE>
possibility that a hidden porphyry might exist beneath the [concession]." Based
on this information and other geological surveys and explorations performed by
the Company, its primary focus is on the Rio Viejo Concession for future
development.
On March 1, 2012, the Company and Grove Street further amended the Amended
Option Agreement dated December 23, 2011 to eliminate the obligation of the
Company to deliver any shares of Common Stock to Grove Street. The Company is
still obligated to deliver US$450,000 every six months commencing on July 1,
2012.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
*Exhibit 4.1 - 10% Convertible Promissory Note issued by Registrant to James
Forward, as Holder, in the principal amount of US$472,894.50
dated January 18, 2010 (sic) but effective as of August 30,
2010.
*Exhibit 4.2 - 10% Convertible Promissory Note issued by Registrant to
Capiscum Verte Ltd., as Holder, in the principal amount of
US$64,912.06 dated January 18, 2010 (sic) but effective as of
August 30, 2010.
*Exhibit 4.3 - 10% Convertible Promissory Note issued by Registrant to
Capiscum Management Corp., as Holder, in the principal amount
of US$38,043.28 dated January 18, 2010 (sic) but effective as
of August 30, 2010.
*Exhibit 4.4 - 10% Convertible Promissory Note issued by Registrant to Orofino
Capital Corp., as Holder, in the principal amount of
US$47,159.76 dated January 18, 2010 (sic) but effective as of
August 30, 2010.
*Exhibit 4.5 - 10% Convertible Promissory Note issued by Registrant to James
Forward, as Holder, in the principal amount of US$118,771.94
dated January 18, 2010 (sic) but effective as of January 18,
2011.
*Exhibit 4.6 - 10% Convertible Promissory Note issued by Registrant to
Capiscum Verte Ltd., as Holder, in the principal amount of
US$2,493.53 dated January 18, 2010 (sic) but effective as of
January 18, 2011.
*Exhibit 4.7 - 10% Convertible Promissory Note issued by Registrant to
Capiscum Management Corp., as Holder, in the principal amount
of US$6,471.93 dated January 18, 2010 (sic) but effective as of
January 18, 2011.
*Exhibit 4.8 - 10% Convertible Promissory Note issued by Registrant to Orofino
Capital Corp., as Holder, in the principal amount of
US$1,834.65 dated January 18, 2010 (sic) but effective as of
January 18, 2011.
Exhibit 10.1 - Amended Option Agreement dated April 18, 2011 by and between
Registrant and Grove Street Path Inc. (incorporated by
reference to the Registrant's Form 8-K filed April 20, 2011,
SEC File Number 333-152356).
*Exhibit 10.2 - Option Agreement dated November 13, 2010 by and between
Registrant and Grove Street Path Inc. regarding mineral
concessions JCP-08354X.
*Exhibit 10.3 - Option Agreement dated November 13, 2010 by and between
Registrant and Grove Street Path Inc. regarding mineral
concessions JGF-09412.
*Exhibit 10.4 - Option Agreement dated November 24, 2010 by and between
Registrant and Grove Street Path Inc. regarding mineral
concession 14305.
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*Exhibit 10.5 - Option Agreement dated November 24, 2010 by and between
Registrant and Grove Street Path Inc. regarding mineral
concession 12033.
*Exhibit 10.6 - Amended Option Agreement dated December 23, 2011 by and between
Registrant and Grove Street Path Inc.
*Exhibit 10.7 - Amended Option Agreement dated March 1, 2011 by and between
Registrant and Grove Street Path Inc.
*Exhibit 99.1 - License JCP-08354X, Potential Epithermal Deposit Near Rio
Viejo, Bolivar, Colombia by Michael James dated February 2012.
*Exhibit 99.2 - Press Release dated May 25, 2012, releasing unaudited financial
statements of the Company for the three-month period ended
November 30, 2011 and for the six-month period ended November
30, 2011.
----------
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Orofino Gold Corp.
By: /s/ Ning Shi Long
--------------------------------------
Ning Shi Long,
President and Chief Executive Officer
Dated: May 25, 2012
9
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