OROPLATA RESOURCES, INC. (OTCMKTS:ORRP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into Material Definitive Agreement
On January 11, 2019, Oroplata Resources, Inc. (the “Company”), agreed to extend the consulting agreements (the “Board Agreements”) with each of the three board members, Douglas Cole, Douglas MacLellan, and William Hunter (each a “Board Member” and collectively the “Board Members”) for two additional years and to authorize for each of the Board Members a one-time grant of two million shares of common stock of the Company which such grants are subject to forfeiture if the Board Members resign prior to the end of their additional term. The terms of the Board Agreements were reported previously by the Company in a Current Report on form 8-K dated January 5, 2018.
Item 3.02. Unregistered Sale of Equity Securities
On January 11, 2019, the Company issued to consultants an aggregate of 12,700,000 restricted shares of the Company’s common stock. The breakdown of the preceding amount is as follows: (a) 6,000,000 shares were issued to Item 1.01 above and (b) the remaining 6,700,000 shares were issued to consulting agreements in lieu of cash consideration.
All of the securities referenced above were offered and sold to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 11, 2019, the Company agreed to extend the employment agreement (the “Employment Agreement”) of Douglas Cole for two additional years. The terms of the Employment Agreement was reported previously by the Company in a Current Report on Form 8-K dated January 5, 2018.
Item 7.01. Regulation FD Disclosure
On Wednesday, January 16, 2019, Chief Executive Officer of the Company, Doug Cole delivered a PowerPoint presentation (“Investor Presentation”) attached hereto as Exhibit 99.1, to certain potential investors of the Company at the 2019 Wall Street Conference at Mar a Lago in Palm Beach, Florida. The Investor Presentation may also be used by the Company in presentations to investors from time to time in the future.
The information contained in the Investor Presentation is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements the Company may make by press release or otherwise from time to time. The Investor Presentation speaks as of the date of this Report. While the Company may elect to update the Investor Presentation in the future to reflect events and circumstances occurring or existing after the date of this Report, the Company specifically disclaims any obligation to do so.
By furnishing this Current Report on Form 8-K and furnishing the Investor Presentation, the Company makes no admission as to the materiality of any information in this Report, including without limitation the Investor Presentation. The Investor Presentation contains forward-looking statements. See Page 2 of the PowerPoint Presentation for a discussion of certain forward-looking statements that are included therein and the risks and uncertainties related thereto.
The information in this Form 8-K relating to Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On January 10, 2019, Oroplata Resources, Inc. (the “Company”) issued a public letter to investors providing a summary update on progress to date and projections for the future. A copy of the Company’s letter is attached hereto as Exhibit 99.2.
The information in this Form 8-K relating to Item 8.01 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.Description
99.1Oroplata Resources, Inc. PowerPoint Presentation delivered January 16, 2019
99.2Letter to Investors issued by Oroplata Resources, Inc. on January 10, 2019
Oroplata Resources, Inc. Exhibit
EX-99.1 2 f8k011719_ex99z1.htm EXHIBIT 99.1 OROPLATA RESOURCES,…
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About OROPLATA RESOURCES, INC. (OTCMKTS:ORRP)
Oroplata Resources Inc, located in Puerto Plata, Dominican Republic, is an exploration stage company engaged in mineral properties mining. It was founded in 2011.
