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): January 22, 2015
INCEPTION
MINING INC.
(Exact
name of registrant as specified in its charter)
(Former
Name of Registrant)
Nevada |
|
000-55219 |
|
35-2302128 |
(State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
5320
South 900 East, Suite 260
Murray,
Utah 84107
(Address
of principal executive offices) (zip code)
801-428-9703
(Registrant’s
telephone number, including area code)
Copies
to:
Fleming
PLLC
49
Front Street, Suite 206
Rockville
Centre, New York 11570
Phone:
(516) 833-5034
Fax:
(516) 977-1209
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):
[ ] 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))
Item
1.01 Entry Into A Material Definitive Agreement
On
January 22, 2015 (the “Effective Date”), Inception Mining Inc. (the “Company”) and Inception Resources,
LLC (“IRLLC”) amended that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) dated February
25, 2013 between IRLLC and the Company whereby the equity portion of the purchase price was reduced from 16,000,000 shares of
common stock of the Company to 10,480,000 shares of common stock of the Corporation (the “Amendment”). In order to
facilitate the Amendment, 5,520,000 shares of common stock of the Company were returned to the Company for cancellation by certain
shareholders that were assigned shares of common stock by IRLLC. In addition, certain debt holders which received promissory notes
from the Company in connection with the Asset Purchase Agreement agreed to amend their respective notes (collectively, the “Notes”)
to reduce the principal amounts of the Notes in the aggregate amount of $161,750.
The
foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and
is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current
Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated
with this transaction.
Item
9.01 Financial Statements and Exhibits
Exhibit No. |
|
Description of Exhibit |
|
|
|
10.1 |
|
Letter
Amendment to Asset Purchase Agreement between Inception Resources, LLC and Inception Mining Inc. dated January 22, 2015 |
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.
|
INCEPTION
MINING INC. |
|
|
|
Date: January 26, 2015 |
By: |
/s/
Michael Ahlin |
|
|
Michael Ahlin |
|
|
Chief Executive Officer |
INCEPTION
RESOURCES, LLC
5320
SOUTH 900 EAST, SUITE 260
MURRAY,
UTAH 84107
January
22, 2015
Michael
Ahlin, CEO
Inception
Mining Inc.
5320 South
900 East, Suite 260
Murray,
Utah 84107
| Re: | Asset
Purchase Agreement (the “Agreement”) dated February 25, 2013 between Inception
Resources, LLC (the “Seller”) and Inception Mining Inc. (f/k/a Gold American
Mining Corp.) (“Purchaser”) |
Dear
Mr. Ahlin:
Reference
is hereby made to the Agreement. It is hereby agreed to by the parties that Section 2.3 of the Agreement shall be amended and
restated to state the following:
“2.3.
Purchase Price. Subject to the terms and conditions of this Agreement, the aggregate purchase price to be paid by
Purchaser for the purchase of the Acquired Assets (the “Purchase Price”) shall be (a) 10,480,000 shares of common
stock of the Purchaser, $0.00001 par value per share (the “Shares”), (b) the assumption of promissory notes dated
January 17, 2013, (i) in the amount of $651,250 payable by Seller to UP and Burlington Development, LLC (“UP”),
secured by a trust deed, attached hereto as Exhibit A (the “UP Note”) and (ii) in the amount of $137,000 payable
by Seller to Bitterroot-Salmon Conservation Project, LLC (“BRS”), secured by a trust deed, attached hereto as
Exhibit B (the “BRS Note” and together with the UP Note, the “Notes”) and (c) the assignment by
Seller of the Assignment of Interest, dated January 17, 2013 and attached hereto as Exhibit C, pursuant to which Seller
conveyed to BRS a three percent (3%) Net Smelter Return Royalty in and to the spot sale proceeds received less all of the
offsite smelting, refining, and transportation costs incurred by Seller associated with the purification of economic metals
derived from the Acquired Assets (the “Royalty”). The Shares are being issued under Section 4(2) under the
Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act
and, as a result, the certificate representing the Shares shall be affixed with the appropriate restrictive legend in
accordance with the Securities Act.
The Purchaser
acknowledges that the certificate representing the Shares shall bear the following legend:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF A REGISTRATION STATEMENT WITH
RESPECT TO THE SECURITIES UNDER SUCH ACT AND
THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD
PURSUANT TO RULE 144 OR RULE
144A OF SUCH ACT.”
In
order to implement the above amendment, attached hereto are the certificates representing 5,520,000 shares of common stock together
with related Medallion Stock Guarantees.
We
kindly request that you execute this letter below indicating that you agree with the above amendment and statements.
|
Sincerely, |
|
|
|
|
Inception Resources, LLC |
|
|
|
|
By: |
/s/
Trent D’Ambrosio |
|
Name: |
Trent
D’Ambrosio |
|
Title: |
Manager |
AGREED
AND ACKNOWLEDGED:
Inception
Mining Inc.
By: |
/s/
Michael Ahlin |
|
Name: |
Michael
Ahlin |
|
Title: |
CEO |
|
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