U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: August 18, 1998
NEWGOLD, INC.
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(Exact Name of Small Business Issuer as Specified in Charter)
Delaware 0-20722 16-1400479
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
35265 Willow Avenue
Post Office Box 230
Clarksburg, California 95612
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(Address of Principal Executive Offices)
(916) 665-1840
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(Issuer's Telephone Number)
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(Former Name, if changed since Last Report)
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Item 1. Changes in Control of Registrant.
N/A
Item 2. Acquisition or Disposition of Assets.
N/A
Item 3. Bankruptcy or Receivership.
N/A
Item 4. Changes in Registrant's Certifying Accountants
N/A
Item 5. Other Events
On August 18, 1998, the Registrant announced that it entered into a
"Letter of Intent"(LOI) whereby the Registrant and Vauquelin Mines Ltd. of
Montreal Canada will enter into a transaction which will result in a combination
of the respective companies assets and business. To date the terms and
conditions of a final agreement or what form this combination will be has not
yet been determined.
The LOI has specified that at the end of the expected transaction
shareholders of the Registrant will receive 49% of the outstanding common stock
of the new company and Vauquelin shareholders will receive 51% of the
outstanding common stock of the new company. The terms and conditions needed to
be met by the two companies in order for the transaction to close are as
follows:
1. The completion of legal, geological, environmental, operational and
financial due diligence satisfactory to each company within 45 days
after which time the companies shall state whether they intend to
proceed to the definitive agreement.
2. No material adverse changes shall occur in either company.
3. Execution and delivery of the agreement and other definitive
documentation on or before October 15, 1998.
4. The obtaining of a commitment letter by a financial institution of
U.S. $5,000,000 debt financing acceptable to the companies.
5. Receipt of all necessary consents, permits and other governmental or
regulatory authority.
6. Settlement of Registrant's accounts payable acceptable to Vauquelin.
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7. Approval of the transaction by the Montreal Stock Exchange, NASDAQ
(if required) and any other regulatory authority.
8. Conclusion of a mutually satisfactory agreement which shall
determine composition of the new Board of Directors and various
committee and other matters.
9. Conclusion of satisfactory Management and Consulting agreements with
key management of the companies.
10. The establishment of a technical committee of the Board of the new
company consisting of representatives of each company which will review
and approve the new budget of the new company.
11. Revisions to each of the company's stock option plan so that they
are in conformance with all regulatory authority in Canada and
Montreal.
12. Approval by both companies respective shareholders.
13. Satisfactory resolution of fiscal issues relative to both
companies.
14. Satisfaction of the tax effect on both parties.
15. The obtaining of all necessary consents of third-parties required
to assure that the benefits contemplated to be received by each of the
companies will be received.
16. Other customary conditions to the transaction of a similar nature.
Item 6. Resignation of Registrant's Directors
N/A
Item 7. Financial Statements. Pro Forma Financial Information and Exhibits.
N/A
Item 8. Change in Fiscal Year
N/A
Item 9. Sale of Equity Securities under Regulation S.
(Required until January 1, 1999)
N/A
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized .
NEWGOLD, INC.
Date: August 27, 1998 By:/s/Arthur Scott Dockter
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Arthur Scott Dockter,
President
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