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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/23/14 GoGold Resources Inc. F-80 1/23/14 21:4.8M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: F-80 Registration Statement of a Canadian Issuer for HTML 673K
Securities to be Issued in an Exchange
Offer or Business Combination
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 91K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 70K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 27K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 19K
Liquidation or Succession
6: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 257K
7: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 272K
8: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 127K
9: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 21K
10: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 26K
11: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 27K
12: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 30K
13: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 327K
14: EX-4.1 Instrument Defining the Rights of Security Holders HTML 11K
15: EX-4.2 Instrument Defining the Rights of Security Holders HTML 10K
16: EX-4.3 Instrument Defining the Rights of Security Holders HTML 9K
17: EX-4.4 Instrument Defining the Rights of Security Holders HTML 14K
18: EX-4.5 Instrument Defining the Rights of Security Holders HTML 14K
19: EX-4.6 Instrument Defining the Rights of Security Holders HTML 11K
20: EX-4.7 Instrument Defining the Rights of Security Holders HTML 12K
21: EX-4.8 Instrument Defining the Rights of Security Holders HTML 12K
| EX-3.4 |
Exhibit 3.4
MATERIAL CHANGE REPORT
| 1. | Name and Address of Reporting Issuer: |
GoGold Resources Inc.
#1301 – 2000 Barrington Street
Cogswell Tower
Halifax, NS B3J 3K1
| 2. | Date of Material Change: |
| 3. | News Release: |
A news release was issued and disseminated on September 30, 2013 through CNW and filed on SEDAR. See Schedule “A” attached hereto for a copy of the news release.
| 4. | Summary of Material Change: |
On September 27, 2013, the US$35 million equity and debt financing of GoGold Resources Inc. (“GoGold” or the “Company”) by Orion Mine Finance, the details of which were previously announced in news releases dated July 12, 2013 and September 18, 2013, closed.
| 5. | Full Description of Material Change: |
On September 27, 2013, the US$35 million equity and debt financing of GoGold Resources by Orion Mine Finance, the details of which were previously announced in news releases dated July 12, 2013 and September 18, 2013, closed.
On closing, the credit agreement and the off-take agreement both became effective. Orion Mine Finance has funded the first tranche under the credit agreement in the amount of US$15 million and has also acquired 4,693,563 common shares of GoGold (“Common Shares”) and 2,000,000 Common Share purchase warrants on the terms previously announced.
| 6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
| 7. | Omitted Information: |
None.
| 8. | Executive Officer: |
Terence F. Coughlan, President and CEO, (902) 499-2211
| 9. | Date of Report |
Dated at Halifax, Nova Scotia this 7th day of October, 2013
| GOGOLD RESOURCES INC. | ||
| Per: |
Terence F. Coughlan | |
| TERENCE F. COUGHLAN PRESIDENT & CEO | ||
SCHEDULE “A”
NEWS RELEASE
| Trading Symbol: TSX: GGD | ||
| PR # 12—2013 |
Shares Issued: 132,981,894 |
GoGold Closes US$35,000,000 Financing
With Orion Mine Finance
GoGold Resources Inc. (TSX: GGD) (“GoGold”) is pleased to announce the closing of the US$35 million equity and debt financing with Orion Mine Finance, the details of which were previously announced in news releases dated July 12, 2013 and September 18, 2013.
On closing, the credit agreement and the off-take agreement both became effective. Orion Mine Finance has funded the first tranche under the credit agreement in the amount of US$15 million and has also acquired 4,693,563 common shares of GoGold (“Common Shares”) and 2,000,000 Common Share purchase warrants on the terms previously announced.
For further information please contact:
Terence F. Coughlan, President and CEO,
or,
Sean Tufford, Vice President, Corporate Development
GoGold Resources Inc.,
T: 902 482-1998
F: 902 442-1898
Email : sean@gogoldresources.com
Or visit : www.gogoldresources.com
CAUTIONARY STATEMENT:
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to exemptions therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy of any of GoGold’s securities in the United States.
This news release may contain “forward-looking information” as defined in applicable Canadian securities legislation. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the impact of the private placement and debt financing on GoGold and the Parral tailings project, and future plans and objectives of GoGold, constitute forward-looking information that involve various risks and uncertainties. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect, including, but not limited to, assumptions in connection with the continuance of GoGold and its subsidiaries as a going concern, general economic and market conditions, mineral prices, the accuracy of mineral resource estimates, and the ability to satisfy all conditions to funding of the second tranche under the credit agreement. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.
Important factors that could cause actual results to differ materially from GoGold’s expectations include exploration and development risks associated with the GoGold’s projects, the failure to establish estimated mineral resources or mineral reserves, volatility of commodity prices, variations of recovery rates and global economic conditions. For additional information with respect to risk factors applicable to GoGold, reference should be made to GoGold’s continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, GoGold’s Annual Information Form. The forward-looking information contained in this release is made as of the date of this release and GoGold does not undertake to update publicly or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
No regulatory authority has approved or disapproved the adequacy or accuracy of this news release.
| This ‘F-80’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 1/23/14 | 425, F-X, SC14D1F | ||
| 10/7/13 | ||||
| 9/30/13 | ||||
| 9/27/13 | ||||
| 9/18/13 | ||||
| 7/12/13 | ||||
| List all Filings | ||||