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): May 8, 2009
AFFINITY
GOLD CORP.
(Exact
name of registrant as specified in charter)
Commission
File Number 333-142890
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Nevada
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26-4152475
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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7950
Main Street, Suite 217
Maple
Grove, MN 55311
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: 763-424-4754
Not
Applicable
(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 (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 1.01.
Entry into a Material Definitive Agreement
Share Exchange
Agreement
On May 8,
2009, Affinity Gold Corp. (the “Company”) entered into a share exchange
agreement (the “Share Exchange Agreement”) with AMR Project Peru, S.A.C.(“AMR”),
a Peruvian corporation, and all the shareholders of AMR, whereby the Company has
agreed to acquire 99.99% of the issued and outstanding shares in the capital of
AMR in exchange for the issuance of 12,000,000 shares of common stock of the
Company in aggregate to the shareholders of AMR on a pro rata basis in
accordance with each AMR shareholders’ percentage of ownership in
AMR.
AMR is
the owner of the mining concession title named “AMR Project” covering 500
hectares and the mining concession certificate as evidenced by Certificate No.
7996-2006-INACC-UADA granted to AMR by the Republic of Peru, National Institute
of Concessions and Mining Cadastre on December 11, 2006 (the “
Mining Concession Rights
”),
which Mining Concession Rights are located in the Inambari River Basin on the
flat plains region at an altitude greater than 1500’ and accessible by land and
air, in the District of Ayapata, Province of Carabaya, Department of Puno,
Peru.
The
closing of the Share Exchange Agreement is to be held on June 15, 2009 (the
“Closing Date”), or on such earlier or later Closing Date as may be agreed to in
advance and in writing by each of the parties to the Share Exchange Agreement,
with any extension of the Closing Date being a maximum of 14 days per
extension.
Mr.
Antonio Rotundo, who is the President, CEO, CFO and a director of the Company is
also a major shareholder of AMR along with his father, Mario Rotundo, who is the
other major shareholder of AMR.
The
foregoing description of the Share Exchange Agreement does not purport to be
complete and is qualified in its entirety by reference to the Share Exchange
Agreement, which is attached hereto as Exhibit 10.1, and which is incorporated
herein by reference.
Letter
Agreement
In
addition, on May 8, 2009, Antonio Rotundo, the Company’s current President, CEO,
CFO, and a director entered into a letter agreement (the “Letter Agreement”)
with the Company, whereby Mr. Rotundo has agreed to cancel 26,500,000 shares of
the 27,800,000 shares of common stock of the Company registered in his name
concurrent with the closing of the Share Exchange Agreement. Mr.
Rotundo is agreeing to cancel such shares of common stock of the Company in
order to encourage the Company to enter into the Share Exchange Agreement and to
encourage equity investment into the Company.
The
foregoing description of the Letter Agreement does not purport to be complete
and is qualified in its entirety by reference to the Letter Agreement, which is
attached hereto as Exhibit 10.2, and which is incorporated herein by
reference.
Item
8.01. Other Events
Pursuant
to Form 8-K, General Instructions F, registrant hereby incorporates by reference
the press release attached hereto as Exhibit 99.1.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
of Exhibit
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10.1
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Share
Exchange Agreement between Affinity Gold Corp., AMR Project Peru, S.A.C.
and all the shareholders of AMR Project Peru, S.A.C., dated May 8,
2009.
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10.2
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Letter
Agreement between Affinity Gold Corp. and Mr. Antonio Rotundo, dated May
8, 2009.
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99.1
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News
release dated May 9, 2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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Date:
May 12, 2009
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AFFINITY
GOLD CORP.
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By:
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/s/ Corey
Sandberg
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Name:
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Corey
Sandberg
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Title:
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Secretary
& Director
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