Nevada
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333-150462
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26-0657736
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1640 Terrace Way
Walnut Creek, California
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94597
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition or Disposition of Assets
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(i)
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sales, production and severance taxes and all mining taxes, payable or required pursuant to applicable laws based directly upon, and actually assessed against, the value or quantity of Minerals sold or otherwise disposed of from the Property; but excluding any and all taxes based upon net or gross income, the value of the Property or the privilege of doing business, and other taxes assessed on a similar basis;
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(ii)
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costs and expenses, if any, for transportation (including, but not limited to, direct insurance costs while in transit) of Minerals from the Property to places where such Minerals are smelted, refined and/or sold or otherwise disposed of; and
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(iii)
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costs and expenses (including assaying, sampling and sales costs) and all penalties, if any, charged by any off-site arm’s length smelter or refiner of the Minerals; but, if smelting and/or refining are carried out in facilities owned or controlled, in whole or in part, by Acquisition Sub or any Affiliate, then the charges and costs for such smelting or refining of such Minerals shall be the lesser of: (A) the charges and costs Acquisition Sub would have incurred if such smelting or refining was carried out at facilities that are not owned or controlled by Acquisition Sub or its Affiliate and that are offering comparable services for comparable products; and (B) the actual charges and costs incurred by the Company with respect to such smelting and refining.
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(a)
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any default in the payment of (1) the principal amount when due, or (2) interest on, or any other fees due in connection with, the Notes, as and when the same shall become due and payable (whether on the Maturity Date or by acceleration or otherwise); or
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(b)
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any “Maker” (the Company or Acquisition Sub) shall fail to observe or perform any other covenant or agreement contained in the Notes, or any other “Transaction Document”, which failure is not cured, if possible to cure, within 3 Business Days after the occurrence thereof; or
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(c)
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the suspension from listing, without subsequent listing on any one of, or the failure of the Company’s Common Stock (“Common Stock”) to be listed on at least one of, the OTC Bulletin Board, the OTCQB, the OTCQX, the NYSE Amex, the Nasdaq Capital Markets, the Nasdaq Global Market, the Nasdaq Global Select Market or The New York Stock Exchange, Inc. for a period of ten (10) consecutive trading days; or
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(d)
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notice including by way of public announcement, at any time, of inability to comply or intention not to comply with proper requests for conversion of the Notes into shares of Common Stock; or
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(e)
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failure to timely deliver the shares of Common Stock upon conversion of the Notes; or
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(f)
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failure to make the payment of any fees and/or liquidated damages under the Notes, the Letter Agreement (as defined below) or any other Transaction Document, which failure is not remedied within five (5) Business Days after the occurrence thereof; or
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(g)
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default shall be made in the performance or observance of (i) any covenant, condition or agreement contained in the Notes and such default is not fully cured within three (3) Business Days after the occurrence thereof or (ii) any covenant, condition or agreement contained in any Transaction Document that is not covered by any other provisions and such default is not fully cured within three (3) Business Days of the earliest of (A) the date of receipt of notice of the occurrence thereof, (B) the date such default became known, or (C) the date such default should have been known; or
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(h)
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any representation or warranty made by any Maker in the Notes or in any other Transaction Document shall prove to have been false or incorrect or breached on the date as of which made, which breach results in a Material Adverse Effect; or
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(i)
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(A) default in any payment of any amount or amounts of principal of or interest on any “Indebtedness” the aggregate principal amount of which Indebtedness is in excess of $250,000 or (B) default in the observance or performance of any other agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or
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(j)
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any maker shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, (v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; or
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(k)
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a proceeding or case shall be commenced in respect of any maker, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with liquidation or dissolution or (iii) similar relief under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of thirty (30) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days; or
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(l)
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the failure to instruct any transfer agent to remove any legends from shares of Common Stock eligible to be sold under Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”) and issue such un-legended certificates to the Note holder (“Holder”) within three (3) Business Days of the Holder’s request so long as the Holder has provided reasonable assurances that such shares of Common Stock can be sold pursuant to Rule 144; or
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(m)
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the occurrence of any default or Event of Default under any other Transaction Document, or the occurrence of any event, which, with the passage of time or the giving of notice or both, would constitute a default or an Event of Default under any other Transaction Document; or
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(n)
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any maker ceasing to intend to actively conduct operations relating to its mining business for a period of ten (10) or more consecutive Business Days in a manner consistent with past practices relating to such business; or
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(o)
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any material portion of the property or assets of any maker is seized by any governmental authority; or
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(p)
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failure to pay any Bureau of Land Management fees relating to any unpatented mining claims or
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(q)
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any maker issuer or any principal executive officer thereof is indicted for the commission of any criminal activity involving fraud or dishonesty; or
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(r)
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closing of a purchase, tender or exchange offer made to the holders of more than fifty percent (50%) of the outstanding shares of Common Stock in which more than fifty percent (50%) of the outstanding shares of Common Stock were tendered and accepted.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation Off-Balance Sheet Arrangement.
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Item 3.02
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Unregistered Sales of Equity Securities
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Item 8.01
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Other Events
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired. In accordance with Item 9.01(a), (i) audited financial statements for the fiscal years ended December 31, 2010 and 2009, and (ii) unaudited financial statements for the six-month interim period ended June 30, 2010 will be filed within 71 days of the filing of this Current Report.
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(b)
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Pro Forma Financial Information. In accordance with Item 9.01(b), our pro forma financial statements will be filed within 71 days of the filing of this Current Report.
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(d)
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The following exhibits are filed with this report:
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Exhibit
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Number
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Description
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10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
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Assignment and Assumption Agreement
Form of Platinum Promissory Note
Form of Lakewood Promissory Note
Security AgreementStock Pledge Agreement
Form of Net Smelter Royalty Agreement
Form of Collateral Agency Agreement
Side Letter
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99.1
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Press Release
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Sagebrush Gold Ltd.
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By:
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/s/ David Rector
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David Rector
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President
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Exhibit
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Number
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Description
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10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
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Assignment and Assumption Agreement
Form of Platinum Promissory Note
Form of Lakewood Promissory Note
Security AgreementStock Pledge Agreement
Form of Net Smelter Royalty Agreement
Form of Collateral Agency Agreement
Side Letter
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99.1
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Press Release
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