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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) October 2, 1996
GOLD CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-24610 84-1251798
(Commission File Number) (IRS Employer Identification No.)
1400 - 1055 West Hastings Street
Vancouver, B.C. V6E 2E9
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (604) 683-3613
(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5 Pages
Exhibit Index is on Page 3
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated October 2, 1996
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.
GOLD CAPITAL CORPORATION
October 16, 1996 By /s/ John Young
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Date John Young, President
By his attorney David R. Reid
Page 2 of 3 Pages
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Exhibit Index
Sequentially
Exhibit Numbered Page
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99.1 Press release dated October 2, 1996 __
Page 3 of 3 Pages
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Exhibit 99.1
PRESS RELEASE
October 2, 1996
Vancouver, B.C.: Further to their joint Press Release of June 14, 1996
announcing the proposed plan of arrangement, Royalstar Resources Ltd. and
Attwood Gold Corporation advise that negotiations to settle a definitive form of
arrangement agreement is to give the resulting merged public company the
financial strength to exploit the substantial portfolio of exploration
properties of the companies and to finance the construction and place into
production of the Tonkin Springs Mine in which Royalstar's subsidiary, Gold
Capital has a 60% interest. In this connection, the following private placements
and loans have been arranged:
Royalstar: Royalstar will sell by way of private placement 3,800,000
common shares at $0.37 per share to raise gross proceeds of $1,406,000.
The proceeds will be used to provide working capital and to pay down debt.
Gold Capital: Gold Capital will receive an immediate bridge loan of U.S.
$500,000 for working capital, will raise an additional U.S. $3,000,000 by
the sale of 3,000,000 shares at U.S. $1.00 per share and will raise a
minimum of U.S. $3,000,000 and a maximum of U.S. $4,000,000 by way of a
convertible debenture. In respect of the bridge loan, a bonus of 100,000
shares of Gold Capital is payable to the lender. Each of the bridge loan
and debenture will bear interest at the rate of prime plus 1% and the
proceeds will be used exclusively to fund the obligations of Gold Capital
under the Tonkin Springs Project. The terms of the debenture will be for
five years and at any time after December 20, 1998, the investors will
have the right to convert any or all of the outstanding principal and
interest into shares of Gold Capital at U.S. $1.50 per share. The investor
under the bridge loan will have the right to convert any or all of the
outstanding principal and interest into shares of Gold Capital at U.S.
$1.00 per share.
Attwood: Attwood will proceed with the special warrant private placement
announced on July 11, 1996 as to 1,500,000 Special Warrants at a price of
$3.35 per special warrant to raise gross proceeds of $5,025,000. Of this
amount $1,500,000 is committed. Each special warrant will be exercisable,
at no additional cost, into one unit of Attwood. Each unit will consist of
one share and one non-transferable warrant entitled the holder to purchase
on or before 18 months from the closing date, one additional common share
of Attwood at $3.75 per share for the first 12 months and $4.00 per share
for the remaining six months.
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As part of the transaction, Attwood has agreed to advance to Royalstar prior to
completion of the plan of arrangement, $1,000,000 for working capital and U.S.
$2,000,000 to be lent by Royalstar to Gold Capital, to be used towards the
construction of the Tonkin Springs Mine. These loans will merge on closing of
the plan of arrangement. In connection with the loans, Attwood has required
Royalstar to convert outstanding advances by Royalstar to Gold Capital totaling
U.S. $1,919,110 as at July 31, 1996 to shares of Gold Capital at U.S. $1.00 per
share which increased Royalstar's ownership of Gold Capital to 69.6%.
The private placements and loans are subject to regulatory approval for each
company, where required.
Royalstar is calling an annual and special meeting of its shareholders for
November 28, 1996 to consider, among other things, the proposed plan of
arrangement. Attwood is calling an extraordinary meeting of its shareholders and
a meeting of its special warrant holders for November 28, 1996 to consider the
proposed plan of arrangement. The plan of arrangement is subject to approval by
the shareholders of Royalstar, the shareholders and special warrant holders of
Attwood and by the applicable regulatory authorities.
The securities to be issued by Royalstar, Gold Capital and Attwood have not been
and will not be registered under the Securities Act of 1933, as amended (the
"1933 Act"), and may not be offered or sold in the United States absent
registration under the 1933 Act or an applicable exemption from such
registration requirements.
