<PAGE> 1
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) July 29, 1996
------------------------
FREMONT GOLD CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0773-A 65-0110447
-------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 Hornby Street, Suite 2000, Vancouver, British Columbia, V6Z 1S4
- ----------------------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 682-4606
------------------------
The Rothchild Companies, Inc.,
1055 West Hastings Street, Suite 2380, Vancouver, British Columbia V6E 2E9
--------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On July 29, 1996, The Rothchild Companies, Inc., filed Amended
and Restated Certificate of Incorporation, attached hereto as an exhibit, with
the Secretary of State of the State of Delaware. As a result of such filing, the
name of the corporation has been changed from "The Rothchild Companies, Inc." to
"Fremont Gold Corporation." Management believes that the new name better
reflects the new direction of the Company's business, the exploration and
development of mineral properties, primarily gold and copper properties located
in Latin America. Effective August 6, 1996, the Company's Common Stock began
trading under the symbol "FGLD". The new address for the Company's principle
executive offices is 777 Hornby Street, Suite 2000, Vancouver, British Columbia,
V6Z 1S4.
On August 5, 1996, Fremont Gold Corporations issued a press
release, attached hereto as an exhibit, announcing the change in the
corporation's name and recent changes in the corporation's directors and
officers.
On August 7, 1996, Fremont Gold Corporation issued a press
release, attached hereto as an exhibit, announcing its acquisition of three
mineral exploration properties located in Chile. These mineral property
interests are held by Inversiones Mineras Ayl S.A., a Chilean corporation
("IMSA") through existing leases and purchase options. IMSA is a 99% subsidiary
of Flagship Holdings, Ltd., a Barbados corporation ("Flagship"). The Company
acquired Flagship by issuing 3,560,000 shares of its common stock in exchange
for all of the issued and outstanding shares of Flagship's common stock.
2
<PAGE> 3
ITEM 7. EXHIBITS
Exhibit Number Description
- -------------- -----------
99.1 Amended and Restated Certificate of Incorporation
99.2 Press Release of the Company dated August 5, 1996
99.3 Press Release of the Company dated August 7, 1996.
3
<PAGE> 4
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.
/s/ Michael J. Hopley
--------------------------------
Michael J. Hopley
Chief Executive Officer
Date: August 8, 1996
4
<PAGE> 1
EXHIBIT 99.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THE ROTHCHILD COMPANIES, INC.
THE ROTHCHILD COMPANIES, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "DGCL"), DOES HEREBY CERTIFY:
FIRST: That the present name of the Corporation is THE ROTHCHILD
COMPANIES, INC.;
SECOND: That the Corporation filed its original Certificate of
Incorporation with the Secretary of State of Delaware on February 8, 1996.
THIRD: That the Corporation filed a Certificate of Correction to its
Certificate of Incorporation with the Secretary of State of Delaware on April 8,
1996.
FOURTH: That the Certificate of Incorporation of the Corporation, as
amended and restated hereby and filed in accordance with Sections 103, 242, and
245 of the DGCL, is as follows:
1. NAME.
The name of the Corporation is FREMONT GOLD CORPORATION.
2. REGISTERED OFFICE AND REGISTERED AGENT.
The location of the registered office of the Corporation in the State
of Delaware is at 1013 Centre Road, Wilmington, New Castle County, Delaware, and
the name of the registered agent is the Corporation Service Company.
3. PURPOSE.
The nature of the business or purposes to be conducted or promoted are
to engage in any lawful act or activity for which corporations may be organized
under the DGCL.
4. AUTHORIZED CAPITAL.
The total number of shares of all classes of stock which this
Corporation shall have authority to issue is 20,000,000 shares of Common Stock
("Common Stock") with the par value of $0.001 per share.
1
<PAGE> 2
a. Common Stock.
All shares of Common Stock shall be identical and will entitle
the holders thereof to the same rights and privileges. Preemptive
rights as provided for by Section 102(b)(3) of the DGCL shall not be
granted and are hereby expressly denied.
i. Voting Rights.
(1) Each registered holder of Common Stock shall
be entitled to one vote for each share of
such stock held by such holder. The right to
cumulate votes for election of directors as
provided in Section 214 of the DGCL shall
not be granted and is hereby expressly
denied.
(2) Holders of the Common Stock shall vote
together as a single class for the election
of directors of the Corporation, as provided
for in Article 5.0, and on all other matters
submitted to a vote of stockholders of the
Corporation.
(3) In addition to any other vote required by
law, except where prohibited by applicable
corporate law, any amendments to the Bylaws
of the Corporation, as they may be amended
or restated from time to time (the
"Bylaws"), shall be made in compliance
therewith.
ii. Dividends. The holders of Common Stock shall
be entitled to receive, when and if declared by the
Board of Directors, out of the assets of the
Corporation which are by law available therefor,
dividends payable either in cash, in stock or
otherwise. If any dividend or distribution is paid
on the Common Stock, such dividend or distribution
shall be paid on all shares of Common Stock in the
same amount per share and any stock split or
recapitalization of the Common Stock shall apply
equally to all shares of Common Stock.
iii. Liquidation. In the event of any voluntary
or involuntary liquidation, dissolution or winding up
of the Corporation, after payment or provision for
payment of the debts and other liabilities of the
Corporation, the holders of shares of Common Stock
shall be entitled to share ratably in the remaining
net assets of the Corporation. Neither the merger
2
<PAGE> 3
or consolidation of the Corporation, nor the sale,
lease or conveyance of all or part of its assets,
shall be deemed to be a liquidation, dissolution or
winding up of the Corporation, either voluntarily or
involuntarily, within the meaning of this
Article 4.1.3.
5. NUMBER AND TERM OF DIRECTORS.
The Board of Directors of the Corporation shall consist of up to
fifteen (15) members, which number may be increased or decreased from time to
time by resolution duly adopted by such Board, provided that at no time shall
there be fewer than three (3) or more than fifteen (15) members. No decrease in
the number of Directors shall have the effect of shortening the term of any
incumbent Director. Any Director may be removed by the stockholders of the
Corporation with or without cause pursuant to the Bylaws and applicable law.
Each Director shall be elected in accordance with the Bylaws and shall
serve for a term of one year or until the death, resignation or removal of such
Director, and until a successor shall have been properly elected and shall
qualify.
6. MANAGEMENT.
The Corporation shall be managed by the Board of Directors, which shall
exercise all powers conferred under the laws of the State of Delaware. The power
to adopt, make, alter or repeal the Bylaws shall be vested in the Board of
Directors, as may be limited by the Bylaws.
7. VACANCIES ON THE BOARD OF DIRECTORS.
In any case any vacancy shall occur on the Board of Directors because
of death, resignation, retirement, disqualification, removal, an increase in the
authorized number of Directors or any other cause, the Board of Directors shall
have the sole and exclusive authority to, in accordance with the Bylaws, elect a
Director to fill such vacancy.
3
<PAGE> 4
8. SPECIAL MEETINGS OF STOCKHOLDERS.
Special meetings of the stockholders of the Corporation, for any
purpose or purposes, unless otherwise prescribed herein or by statute, may be
called by the Chairman of the Board and shall be called by the Secretary at the
written request, or by resolution adopted by the affirmative vote, of a majority
of the Board of Directors. Stockholders of the Corporation shall not be entitled
to request a special meeting of the Stockholders.
9. ACTIONS OF STOCKHOLDERS; MEETINGS AND WRITTEN CONSENT.
All action by holders of the Corporation's outstanding voting
securities shall be taken at an annual or special meeting of the stockholders
following notice as provided by law or in the Bylaws (or by written consent).
10. LIMITATION OF DIRECTOR LIABILITY; INDEMNIFICATION OF
DIRECTORS AND OFFICERS.
a. Limitation of Liability. A person who is or was a
Director of the Corporation shall not be personally
liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the
Director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
DGCL; or (iv) for any transaction from which the Director
derived an improper personal benefit. If the DGCL is
amended to authorize corporate action further eliminating
or limiting the personal liability of directors, then the
liability of the Directors of the Corporation shall be
eliminated or limited to the fullest extent permitted by
the DGCL, as so amended. The elimination and limitation
of liability provided herein shall continue after a
Director has ceased to occupy such position as to acts or
omissions occurring during such Director's term or terms
of office, and no amendment or repeal of this
Article 10.1 shall apply to or have any effect on the
liability or alleged liability of any Director of the
Corporation for or with respect to any acts or omissions
of such Director occurring prior to such amendment or
repeal.
b. Indemnification. The Corporation shall indemnify,
to the fullest extent permitted by applicable law and
pursuant to the Bylaws, each person who is or was a
4
<PAGE> 5
Director or officer of the Corporation, and may indemnify each
employee and agent of the Corporation and all other persons
whom the Corporation is authorized to indemnify under the
provisions of the DGCL.
11. BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS.
The Corporation elects not to be governed by Section 203 of the General
Corporation Law of the State of Delaware, as the same may be amended from time
to time. This election shall be effective as of the earliest date permitted by
law.
12. ARIZONA CORPORATE TAKEOVERS ACT.
The Corporation elects not to be subject to Chapter 23, Title 10 of the
Arizona Revised Statutes, as the same may be amended from time to time. This
election shall be effective as of the earliest date permitted by law.
5
<PAGE> 6
IN WITNESS WHEREOF, Fremont Gold Corporation has caused this Restated
Certificate of Incorporation to be signed by Michael J. Hopley, Chief Executive
Officer, and attested by David Alexander, its Secretary, this 25th day of July,
1996.
FREMONT GOLD CORPORATION
By: /s/ Michael J. Hopley
--------------------------------
Michael J. Hopley
Chief Executive Officer
ATTEST:
/s/ David Alexander
- ---------------------------------
David Alexander
Secretary
6
<PAGE> 1
EXHIBIT 99.2
NEWS RELEASE
Contact: Michael J. Hopley, President & CEO 604-682-6508
Edward M. Topham 602-264-9107
Change in Corporate Name and Executive Management
Vancouver, B.C.--August 5, 1996--Fremont Gold Corporation (NASDAQ
BB--FGLD effective 8/6/96) today announced the composition of its new management
team and a change in its corporate name.
The name of the company was changed from "The Rothchild Companies,
Inc." to "Fremont Gold Corporation" to better reflect the new direction of the
company's business. Under the direction of the new management team, discussed
below, Fremont will engage in the exploration and development of mineral
properties, primarily gold and copper properties located in Latin America.
In connection with the June 4, 1996 acquisition of 600,000 shares of
Freont stock by Laminco Resources, Inc., a new board of directors has been
elected and executive management team appointed. Laminco, a Toronto Stock
Exchange listed corporation engaged in the exploration and development of copper
and gold properties in Mexico, acquired its 60% interest in Fremont in a private
transaction with existing shareholders.
Elected to the Fremont board of directors were Messrs. Kelsey L. Boltz,
Michael J. Hopley, Edward G. Morrow, David Shaw and David Alexander. In
addition, Messrs. Hopley and Alexander were appointed as Fremont's President,
Chief Executive Officer and Treasurer, Chief Financial Officer, respectively.
Commenting on the board's experience, Mr. Hopley expressed enthusiasm and
confidence that the combined experience of over 100 years in the exploration and
development of mineral properties will result in highly successful business
ventures.
Below is a brief background of each individual:
Kelsey L. Boltz. From June 1991 to the present, he has served as
Chairman of the board and Chief Executive Officer of Laminco Resources, Inc., a
publicly-held exploration and evelopment company with operations in Mexico. From
1987 to the prsent, he has served as Chairman of the Board and Chief Executive
Officer of Boltz Group International, a technical and financial services company
providing services to the international natural resources industry. Mr. Boltz is
founder and sole shareholder of Boltz Group International. He is a Geological
Engineer from the Colorado School of Mines with more than 42 years' experience
in mining exploration, operations
1
<PAGE> 2
and financing natural resource companies. Mr. Boltz has worked extensively in
Latin America and speaks fluent Spanish.
Michael J. Hopley. From 1989 to May 1996, Mr. Hopley served as Vice
President of Exploration and Corporate Development for Bema Gold Corporation, a
publicly-held exploration and development company with operations in Chile,
Argentina, Venezuela and the United States. Mr. Hopley is a geologist with over
25 years experience in gold exploration worldwide. After graduating in 1970 with
an Honours degree in geology from London University, he spent eight years with
Consolidated Gold Fields in Great Britain, the United States and Canada.
David Alexander. From march 1996 to the present, Mr. Alexander has
served as Chief Financial Officer of Laminco Resources, Inc., a publicly-held
exploration and development company with operations in Mexico. from 1992 to
December 1995, Mr. Alexander was Chief Financial Officer of Arakis Energy
Corporation, a publicly-held energy resource exploration and development company
with operations in Canada, Sudan, Oman, Papua New Guinea and the United States.
From 1990 to March 1996, Mr. Alexander was Controller of Delgratia Mining
Corporation, a publicly-held resource exploration company with operations in
Nicaragua and Mexico. Previous experience included employment with Ernst &
Whinney (now KPMG). Mr. Alexander, a chartered accountant, graduated with
Honours Finance at the University of British Columbia.
David Shaw. From December 1995 to the present, Mr. Shaw has served as
President of Yuma Gold Mines, Inc., a publicly-held exploration and development
company. Additionally, Mr. Shaw holds board positions with Kilimantan Gold Ltd.
and Keylock Resources Ltd., both publicly-held exploration and development
companies. From November 1993 to December 1995, Mr. Shaw served as Senior Mining
Analyst, Corporate Finance, Natural Resource Group, Yorkton Securities Ltd. From
August 1991 to November 1993, Mr. Shaw served as President of Bema Resource
Management Ltd., an exploration and development company. From January 1990 to
November 1991, Mr. Shaw was an independent consultant providing technical and
financial evaluation services of base and precious mental exploration and
development projects. Previously, Mr. Shaw served 8 years with Chevron Canada
resources Ltd. Mr. Shaw graduated with a B.Sc. from the University of Sheffield,
U.K., and Ph.D. Structural Geology from Charlton University, Ottawa, Canada.
2
<PAGE> 3
Edwin G. Morrow. From October 1995 to the present, Mr. Morrow has
served as Director, Chief Operating Officer and President of Laminco Resources,
Inc., a publicly-held exploration and development company with operations in
Mexico. From July 1993 to October 1995, Mr. Morrow served as Director of Geology
at the Homestake Mine in Lead, South Dakota. Prior to Homestake, from April 1981
to May 1993, Mr. Morrow served as General Manager, Minerals of Asamera Miners
U.S., Inc., which operated the Cannon and Gooseberry gold mines in the United
States and was also actively involved in exploration for precious metals around
the world. Mr. Morrow is a graduate in Geology from Mackay School of Mines in
Nevada and has more than 25 years' experience in mining exploration and
operations in metals and industrial minerals.
3
<PAGE> 1
EXHIBIT 99.3
NEWS RELEASE
Contact: Michael J. Hopley, President & CEO 604-682-6508
Edward M. Topham 602-264-9107
Fremont Acquires Three Key Mineral Exploration Properties
Vancouver, B.C.--August 7, 1996--Fremont Gold Corporation (NASDAQ
BB--FGLD) today announced the acquisition of three key mineral exploration
properties located in Chile. The properties, known as the Resguardo, the Los
Leones and the Remlino properties, are all located along the historically
productive Atacama Fault System in northern and central Chile.
The Resguardo Property covers an area of over 4,000 hectares (10,000
acres) along 6 kilometers of the Atacama Fault System of northern Chile. The
property is on the same structural trend, about 10 kilometers south of the
Mantoverde Mine. A large number of surface mine workings and positive assay
results from recent surface sampling by Fremont staff indicate extensive gold
mineralization. The property appears to have the potential for hosting a
significant surface mineable gold deposit.
The Los Leones Property covers an area of approximately 6,000 hectares
(15,000 acres) along the highly productive Atacama Fault System of central
Chile. Cambior Chile S.A. ("Cambior"), the previous owner, has conducted
exploration work on the property since April 1994 and has defined extensive
areas of copper and gold mineralization.
The Remlino Property covers an area of approximately 1,200 hectares
(3,000 acres) along the Atacama Fault System of central Chile. Local small mines
are currently active on the property exploiting a series of high grade vein
structures and Cambior, the previous owner, has conducted exploration work on
the property since mid-1994. This activity has shown the potential for both high
grade polymetallic deposits and low grade, bulk tonnage polymetallic deposits of
copper-gold-silver.
Fremont plans to commence exploration work on these three properties in
August and September, 1996.
These mineral property interests are held through existing leases and
purchase options by a Chilean operating company, Inversiones Mineras Ayl S.A., a
Chilean corporation ("IMSA"). IMSA is a 99% subsidiary of Flagship Holding Ltd.,
a Barbados corporation ("Flagship"). Fremont acquired 100% of Flagship in
1
<PAGE> 2
consideration of the issuance of 3,560,000 shares of its common stock in
exchange of all of the outstanding common shares of Flagship.
Additionally, Fremont is pleased to announce that Mr. Jack Pritting
will joint the company as Exploration Manager--Latin America. Mr. Pritting is an
exploration geologist with over 15 years experience and for the past three (3)
years has been working as a senior geological consultant conducting gold and
copper exploration programs in Latin America for major U.S. mining companies.
Prior experience includes 10 years of employment with Nerco Exploration Company
as Senior Geologist, managing gold exploration work in the Southwest United
States and Turkey. Michael J. Hopley, President of Fremont, commented "I am very
glad that Mr. Pritting has decided to join the company, with his wealth of
experience, he will play an important role in building a successful new company.
Fremont is engaged in the exploration and development of mineral
properties, primarily gold and copper properties located in Latin America.
Fremont, utilizing its management's 100 years of collective exploration
experience, will continuously assess new opportunities for the acquisition of
properties with the potential to be significant gold and copper producers.
2
