SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GLOBEX MINING ENTERPRISES INC.
(Name of issuer)
Common
(Title of class of securities)
379900 10 3
(CUSIP number)
U.S. Gold Corporation and subsidiary
Tonkin Springs Venture Limited Partnership
55 Madison, Suite 700, Denver, Colorado 80206 (303) 322-8002
(Name, address and telephone number of person
authorized to receive notices and communications)
August 29, 1997
(Date of event which required filing of this statement)
If the filing person has previously filed a statement of Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1 (b)(3) or
(4), check the following box. [ ]
Check the following box if a fee is being paid with this statement.
[ ]
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. GOLD CORPORATION (EIN: 84-0796160) and
TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP (EIN: 88-0267851)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [ ]
Not applicable.
3. SEC USE ONLY
4. SOURCE OF FUNDS
Conversion of common shares of Gold Capital Corporation into common
shares Of Globex Mining Enterprises Inc. pursuant to a merger of
Gold Capital into a subsidiary of Globex effective August 29, 1997
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURUSANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. GOLD CORPORATION: COLORADO CORPORATION;
TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP: NEVADA LIMITED
PARTNERSHIP
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 631,905 SHARES
9. SOLE DISPOSITION POWER 0
10. SHARES DISPOSITION POWER 631,905 SHARES
11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BE EACH PERSON
REPORTING 631,905 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES Not Applicable
13. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14. TYPE OF REPORTING PERSON PN
Item 1. Securities and Issuer.
631,905 Common Shares of Globex mining Enterprises Inc,
146 14th Street
Rouyn-Noranda
Quebec J9X 2J3 Canada
Item 2. Identity and Background.
Tonkin Springs Venture Limited Partnership (TSVLP), a Nevada
limited partnership owned by wholly-owned subsidiaries of U.S. Gold
Corporation and U.S. Gold Corporation converted common shares of
Gold Capital Corporation (Gold Capital) for 631,905 common shares
of Globex Mining Enterprises Inc. (Globex) pursuant to the merger
of Gold Capital into a subsidiary of Globex effective August 29,
1997.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
Investment.
Item 5. Interest in Securities of the Issuer.
631,905 common shares
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
TSVLP and Globex are joint venture partners in the Tonkin Springs
Project Joint Venture with TSVLP owner of 40% interest and Globex,
through its wholly owned subsidiary, Gold Capital Corporation,
owner of 60% interest and project manager.
Pursuant to a letter agreement dated August 29, 1997, the Company
agreed for a period of 2 years to vote its Globex shares as
directed by Globex and to give Globex a first right of refusal on
sales of Globex stock to third parties
Item 7. Materials to be filed as Exhibits.
Exhibit 10.1 Letter Agreement dated August 29, 1997, by and between
the Company and Globex Mining Enterprises Inc. related to first
right of refusal for sale of Globex stock and agreement to vote
shares of Globex as directed by Globex.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
March 5, 1998
U.S. GOLD CORPORATION AND
TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP
By:/s/ William W. Reid
(Signature)
William W. Reid, President, U.S. Gold Corporation and President of
Tonkin Springs Gold Mining Company, 99.5% owner, manager and
general partner, Tonkin Springs Venture Limited Partnership
March 5, 1997
Edgar Filing
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Schedule 13D, Globex Mining Enterprises Inc.
File No. 82-4025 , CUSIP No. 379900 10 3
Gentlemen and Ladies:
Enclosed for filing on behalf of Tonkin Springs Venture Limited
Partnership and U.S. Gold Corporation (collectively the Company)
is the Companys report on Schedule 13D required to be filed under
Section 13D of the Securities Act of 1934 in connection with
conversion of the common stock of Gold Capital Corporation held by
the Company for common shares of Globex Enterprises Inc. pursuant
to a merger of Gold Capital into a subsidiary of Globex effective
August 29, 1997.
Very truly yours,
/s/ William F, Pass
William F. Pass, Vice President
Cc Sandy Wainer
Exhibit 10.1 Letter Agreement dated August 29, 1997, by and
between the Company and Globex Mining Enterprises Inc. related to
first right of refusal for sale of Globex stock and agreement to
vote shares of Globex as directed by Globex.
August 29, 1997
U.S. Gold Corporation
55 Madison, Suite 700
Denver, Colorado 80206
Attn: William W. Reid
Gentlemen:
This letter is to set forth the agreement regarding the grant
of an irrevocable proxy and right of first refusal between Globex
Mining Enterprises Inc. (Globex) and U.S. Gold Corporation (US
Gold).
In consideration of the mutual agreements contained herein,
the receipt by US Gold of 542 shares of Globex Common Stock, and
other good and valuable consideration, the receipt and sufficiency
thereof is hereby acknowledged, the parties agree as follows:
1. US Gold hereby agrees, for a period of two (2) years from the
date hereof to vote all shares of Globex Stock beneficially owned
by US Gold (the Globex Shares) in the exact manner specified by
Globex, or, at the sole election of Globex, to grant to Globex a
duly executed irrevocably proxy with respect to the Globex shares
in accordance with C.R.S. Section 7-107-203(5), in the form
attached as Appendix A hereto.
2. US Gold hereby grants to Globex, or any officer, director,
subsidiary or other affiliate thereof, a first right of refusal
with respect to sales of the Globex Shares by US Gold to third-
party non-affiliates, for a period of two (2) years from the date
hereof as provided herein (First Right of Refusal).
i. US Gold will give Globex written notice of US Golds intention
to sell (or deliver in satisfaction of debt) any of the Globex
Shares beneficially owned directly or indirectly by US Gold to any
person, except for an Affiliate, as hereinafter defined, such
written notice to provide in reasonable detail, the terms,
conditions and timing of such intended sale (or delivery) provided
that a written notice from US Gold to the effect that a prescribed
number of shares will be sold at the prevailing market price shall
constitute a valid Sales Notice (Sales Notice). An Affiliate of US
Gold is defined as any entity in which US Gold directly or
indirectly owns a greater than 50 percent interest.
ii. Globex will have 5 business days from receipt of the Sales
Notice to give US Gold written notice of Globexs irrevocable
election to exercise its rights to purchase the sharers covered by
the Sales Notice under terms and conditions no less favorable to US
Gold than those included in the Sales Notice.
iii. If Globex has not given notice to US Gold of its irrevocable
intent to exercise its rights as provided in (ii) and within the
required time frame specified above, Globex shall relinquish any
First Right of Refusual related specifically to those shares
included int he Sales Notice, unless such sale(s) are not
consummated by US Gold within 30 days of the date of the Sales
Notice.
iv. Any election by Globex not to exercise its First Right of
Refusual as related to any Sales Notice shall not change or
diminish Globexs right under this agreement as related to
subsequent Sales Notice.
v. US Gold may sell or transfer any of the Globex Shares which it
beneficially owns directly or indirectly to an Affiliate provided
that such Affiliate agrees in writing to be bound by the terms of
this agreement.
3. Remedies. The parties hereto agree that if for any reason
Globex or US Gold shall have failed to perform its obligations
under this agreement, then any party hereto seeking to enforce this
agreement against such non-performing party shall be entitled to
seek specific performance and injunctive and other equitable
relief, and the parties hereto further agree to waive any
requirement for the securing or posting of any bond in connection
with the obtaining of any such injunctive or other equitable
relief. This provision is without prejudice to any other rights
that either party hereto may have against the other party hereto
for any failure to perform its obligation under this Agreement.
4. Notices. All notices or other communications required or
permitted hereunder shall be in writing (except as otherwise
provided here) and shall be deemed duly given when received by
delivery in person, by telecopy, telex or telegram or by certified
mail, postage prepaid, or by an overnight courier service,
addressed as follows:
If to Globex: 146-14th Street
Rouyn-Noranda, Quebec, Canada
Attn: Jack Stoch, Chief Executive Officer
with copies to:
Davis, Graham & Stubbs LLP
370 17th Street, Suite 4700
Denver, Colorado 80202
Attn. Paul Hilton, Esq.
If to US Gold: U.S. Gold Corporation
55 Madison, Suite 700
Denver, Colorado 80206
Attn. William W. Reid
5. Governing Law. This agreement, and all matters relating
hereto, shall be governed by, and construed in accordance with the
laws of the State of Colorado without giving effect to the
principles of conflicts of laws thereof.
6. Counterparts. This agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same
document.
7. Severability. Any term or provision of this agreement which
is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this agreement or affecting the
validity or enforceability of any of the terms or provisions of
this agreement in any other jurisdiction. If any provision of this
agreement is so broad as to be unenforceable such provision shall
be interpreted to be only so broad as is enforceable.
8. Third Party Beneficiaries. Nothing in this agreement,
expressed or implied, shall be construed to give any person other
than the parties hereto any legal or equitable right, remedy or
claim under or by reason of this Agreement or any provision
contained herein.
If the Foregoing is acceptable to you, please sign the space
provided below.
Globex Mining Enterprises Inc.
By: Joel D. Schneyer
Joel D. Schneyer, Director
U.S. Gold Corporation
By: William W. Reid
William W. Reid, President
