- Current report filing (8-K)
19 Noviembre 2012 - 4:17PM
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
Date of Report (Date of earliest event reported):
November 9, 2012
AMAROK RESOURCES, INC.
(Exact name of Registrant as specified in its
charter)
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Nevada
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333-156594
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98-0599925
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification Number)
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30021 Tomas Street, Suite 300
Rancho Santa Margarita, CA92688
(Address of principal executive
offices)
(949) 682-7889
(Registrant’s telephone
number)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
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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))
Amarok Resources Inc.
Form 8-K
Current Report
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 9, 2012, Amarok Resources,
Inc. (the “Company”) entered into a Property Option Letter Agreement (the “Option Agreement”) with Dragon
Resources Holdings Inc. ("Dragon"). Pursuant to the terms and conditions of the Option Agreement, the Company shall grant
to Dragon an option to: (i) earn a thirty percent (30%) interest in that certain Property known as the Rodeo Creek Property (the
“RC Property”) located in the State of Nevada; and (ii) earn a ten percent (10%) interest in that certain Property
known as the MicMac Claims located within the Amarok Resources, Inc. McNeil Gold Project in Ontario, Canada (the “MicMac
Claims”), collectively hereinafter referred to as the “Properties."
In
order to exercise the Option, Dragon shall be required to: (i) pay cumulative exploration expenditures of not less than five million
dollars ($5,000,000) to be incurred on the RC Property over a two year period; (ii) pay cumulative exploration expenditures of
not less than ten million dollars ($10,000,000) to be incurred on the MicMac Claims over a three year period; and (iii) pay to
the Company the aggregate sum of five hundred thousand dollars ($500,000) on or before December 15, 2012 (the “Option Purchase
Fee”). The Option Agreement also provides that upon receipt of the Option Purchase Fee, the Company shall: (i) cause a thirty
to one (30-1) reverse split on all of the Company’s issued and outstanding shares of its common stock; and (ii) issue to
Dragon one million five hundred thousand (1,500,000) post-split restricted shares of common stock from the Company’s authorized
but unissued capital stock.
There is no material
relationship between Amarok Resources, Inc. or its affiliates and any of the parties involved in this Agreement, other than in
respect to the Option Agreement itself.
The above description of the Option Agreement is intended as a summary only and
which is qualified in its entirety by the terms and conditions set forth therein, and may not contain all information that is of
interest to the reader. For further information regarding the terms and conditions of the Option Agreement, this reference is made
to such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by this reference.
Item 2.03 Creation of a Direct Financial
Obligation
The information provided
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Shares of Equity
Securities
The information provided
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Exemption from Registration.
The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by
the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D,
as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the
persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that
it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and
has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks
of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such
shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the
Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were
“restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction
registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be,
placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently
registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description of Exhibit
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16.1
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Agreement between Amarok Resources Inc, and Dragon Resource Holdings Inc. on the Rodeo Creek and McNeil Properties.
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AMAROK RESOURCES, INC.
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Date: November 19, 2012
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By:
/s/
Ron Ruskowsky
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Ron Ruskowsky
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Chief Executive Officer
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