LONE STAR GOLD, INC. (OTCMKTS:LSTG) Files An 8-K Entry into a Material Definitive Agreement
Item 3.02
Entry into a Material Definitive Agreement.
On February 6, 2019, Lone Star Gold, Inc. (the “Company”), entered into an Intellectual Property Purchase Agreement (the “Agreement”) with Good Hemp Living, LLC, a Colorado limited liability company (the “Seller”), to acquire all of the Seller’s intellectual property and related assets (collectively the “Assets”) associated with the Seller’s “Good Hemp” hemp-derived CBD-infused line of consumer beverages (the “Acquisition”), for a purchase price consisting of 12,000,000 shares of the Company’s Class A preferred stock (the “Shares”).
The foregoing description of the Agreement and its terms is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 to, and incorporated by reference in, this report.
Item 3.02
Termination of a Material Definitive Agreement.
On February 6, 2019, the Company terminated its acquisition agreement with Infinity, Inc. because the acquisition transaction had not closed by January 14, 2019, as required by the agreement.
Item 3.02
Completion of Acquisition or Disposition of Assets.
On February 12, 2019, the Company closed the Acquisition of the Assets and issued the Shares to the Seller’s owner, Mark Spoone (who was appointed as a director of the Company on December 3, 2018). After closing, the Company is conducting operations under the “Good Hemp Livin” trade name and the http://www.goodhemplivin.com/ website (the contents of which website are not incorporated by reference herein).
Item 3.02
Unregistered Sales of Equity Securities.
The description of the issuance of the Shares to Mr. Spoone set forth in Item 3.02 above is incorporated by reference into this Item 3.02. The issuance of the Shares was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the issuance will not involve a public offering.
Item 3.02
Changes in Control of Registrant.
The description of the issuance of the Shares to Mr. Spoone set forth in Item 3.02 above is incorporated by reference into this Item 3.02. Immediately prior to the issuance to Mr. Spoone, William Alessi, the Company’s CEO and one of its directors, returned 12,000,000 shares of the Company’s Class A preferred stock to the Company for cancellation. Prior to the cancellation, Mr. Alessi owned 24,000,000 shares of the Company’s Class A Preferred Stock, and after Mr. Alessi’s cancellation and the issuance of the Shares to Mr. Spoone, Mr. Alessi and Mr. Spoone each own 12,000,000 shares of the Company’s Class A Preferred Stock.
The cancellation of Mr. Alessi’s Class A preferred shares, and the issuance of the Shares to Mr. Spoone (the “Cancellation and Issuance”), constitutes a change in control of the Company as each share of Class A preferred stock entitles the holder thereof 100 votes per share, and there were approximately 143,361,963 shares of Company common stock outstanding, and 30,000,000 shares of Class A preferred stock outstanding, immediately prior to the Cancellation and Issuance. Mr. Alessi therefore controlled approximately 76.4% of the votes associated with the capital stock of the Company before the Cancellation and Issuance, and after the Cancellation and Issuance, Mr. Alessi and Mr. Spoone now each control approximately 38.2% of the votes associated with the capital stock of the Company.
Item 3.02 Financial Statements and Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this report:
10.1
Intellectual Property Purchase Agreement dated February 6, 2019, by and between Lone Star Gold, Inc., and Good Hemp Living, LLC.
Lone Star Gold, Inc. Exhibit
EX-10 2 fipurchagreement.htm Converted by EDGARwiz INTELLECTUAL PROPERTY PURCHASE AGREEMENT This Intellectual Property Purchase Agreement (“Agreement”) is entered into effective the 6th day of February 2019 (“Effective Date”),…
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About LONE STAR GOLD, INC. (OTCMKTS:LSTG)
Lone Star Gold, Inc. is an exploration-stage company. The Company is engaged in the business of gold and mineral exploration, acquisition and development. The La Candelaria property covered by the Concessions is located approximately 125 miles southwest of the city of Chihuahua, Mexico, in the municipality of Guachochi. The Tailings are located in the town of San Antonio del Potrero, Mineral de Jal, consists of approximately 75 hectares. The Tailings pile is approximately 200 meters from a paved state highway in San Antonio del Potrero. The Tailings pile is registered with the San Antonio Ejido and the city of Hidalgo del Parral. The Company’s consultants have estimated that the Tailings weigh 1.2 million tons. The Company’s consultants derived the factor of 1.25 tons of material per cubic meter by weighing trucks filled with the Tailings material.
