375
Water Street, Suite 610, Vancouver, British Colombia,
Canada
V6B
5C6
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (604)691-6518
___________________________________________
(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 (17CFR
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))
SECTION
5 - Corporate Governance and Management
Item
5.02
Departure
of Directors or Principal Officers; Election of
Directors;
Appointment of Principal Officers
On
June14, 2005, our board of directors appointed Hernando Molina Velez and Thomas
Ernest McGrail to serve as members of the board of directors. Also on June14,2005, our board of directors appointed Luis Gabriel Correa Ocampo to serve
as a
Vice President of Exploration. We did not enter into any employment agreement
with Mr. Ocampo.
Messrs.
Velez, McGrail, and Ocampo have not had any material direct or indirect interest
in any of our transactions or proposed transactions over the last two years.
A
description of the business experience of Messrs. Velez, McGrail, and Ocampo
is
set forth below.
Hernando
Molina Vélez.
Mr.
Velez graduated from the University of Antioquia, specializing in International
Trade. Mr. Velez currently acts as legal counsel and as a financial trade
advisor for several International and National companies since 2000. Mr. Velez
is a director for the following companies based in Colombia: Cerveceria Union,
Ganaderia Union S.A., EEPP (Empresas Publicas) de Medellín, Fondo Ganadero of
Antioquia, Curtimbres Copacabana and Cataluña. For the last ten years, Mr. Velez
has held the position of National Executive Director of the Association of
Leaders of Marketing of Colombia.
Luis
Gabriel Correa Ocampo. Mr.
Ocampograduated
fromEAFIT
University in 1999. Mr. Ocampo has six years of experience in surface
exploration and drilling, reserve calculations, mining management and design.
Mr. Ocampo’s prior experience includes research with the Sedimentology and
Stratigraphy group of EAFIT University (1999 - 2000). Mr. Ocampo has conducted
exploration and exploitation of marble deposits (2000 - 2003) as well as coal
exploration drilling at Cerrrejon S.A, a large coal deposit (2003 - 2004).
Mr.
Ocampo currently is employed by Cia Servicios Logísticos as its Chief
Geologist.
Thomas
Ernest McGrail.
Mr.
McGrail has an extensive background of over 27 years in mining development
and
operation. Mr. McGrail is a graduate of the Technical University of Nova Scotia
with a Bachelor of Engineering (Mining) and a graduate from Delhousie University
with a Bachelor of Science in Engineering. From January 2002 to the
present, Mr. McGrail has served as construction manager for Minera Cerro Quema.
Mr. McGrail’s responsibilities include obtaining all appropriate government
approvals prior to commencing mining operations and participating in the
feasibility study. Also from January 2002 to the present, Mr. McGrail acts
as a
consultant to Minerales de Copan for a project located in Honduras. From April
2001 to July 2002, Mr. McGrail served as general manager for Desarrollo Minera
de Nicaragua, S.A. and also acted as the interim general manager for this
company on a mining project from August 2004 to October 2004. Mr. McGrail served
as president and general manager of HEMCO de Nicaragua, S.A. from June 1999
to
April 2001.
2
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.
