WMTN
Current Report Filing (8-k)
UNITED STATES
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) May 14, 2013
WESTMOUNTAIN GOLD, INC.
(Exact Name of Small Business Issuer as specified in its charter)
Colorado
000- 53028
26-1315498
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2186 S. Holly St., Suite 104, Denver, CO 80222
(Address of principal executive offices including zip code)
(303) 800-0678
(Registrant's telephone number, including area code)
__________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On May 14, 2013, WestMountain Gold, Inc. (“WestMountain” or the “Company”) (OTCQB: WMTN), an emerging mineral exploration and development company, received $500,000 from BOCO Investments LLC (“BOCO”), an existing lender to and shareholder in the Company. On May 7, 2013, the Company entered into a Promissory Note, a Security Agreement and a Loan Agreement with BOCO. On May 7, 2013, the Company entered into a Warrant to Purchase Stock Agreement with BOCO related to this financing. All Agreements and the Warrant are the (“Transaction Documents”).
Under the Transaction Documents, the Company issued a Promissory Note (“Note”) in the principal amount of $500,000. The Note is due October 31, 2013 and provides for interest at 15% payable in arrears. The Note is secured by a security interest in the Company’s assets to secure the Company’s performance under the Note.
In addition, the Company issued a Warrant to purchase 1,250,000 shares of common stock at an exercise price that is the lesser of $0.75 per share or a price per share equal to eighty percent (80%) of the lowest price at which a common share in the Company has been issued in any round of financing commenced or closed after the date of this Warrant and prior to Holder’s exercise of its rights under the Warrant. The Warrant expires May 17, 2018. There are no registration requirements. The Transaction Documents place certain operating restrictions on the Company.
The Agreements also contain certain representations and warranties of the Company and BOCO, including customary investment-related representations provided by BOCO, as well as acknowledgements by BOCO that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws. The Company provided customary representations regarding, among other things, its organization, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations. The representations and warranties made to BOCO are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC. The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the Agreement.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits –
Exhibit No.
Description
10.1
Loan Agreement dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.2
Promissory Note dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.3
Security Agreement dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.4
Warrant for the Purchase of Common Stock dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
3
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.
Registrant: WestMountain Index Advisor, Inc.
May 24, 2013
By:
/s/ Gregory Schifrin
Gregory Schifrin, CEO
4
Exhibit No.
Description
10.1
Loan Agreement dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.2
Promissory Note dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.3
Security Agreement dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.4
Warrant for the Purchase of Common Stock dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
5
Current Report Filing (8-k)
UNITED STATES
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) May 14, 2013
WESTMOUNTAIN GOLD, INC.
(Exact Name of Small Business Issuer as specified in its charter)
Colorado
000- 53028
26-1315498
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2186 S. Holly St., Suite 104, Denver, CO 80222
(Address of principal executive offices including zip code)
(303) 800-0678
(Registrant's telephone number, including area code)
__________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On May 14, 2013, WestMountain Gold, Inc. (“WestMountain” or the “Company”) (OTCQB: WMTN), an emerging mineral exploration and development company, received $500,000 from BOCO Investments LLC (“BOCO”), an existing lender to and shareholder in the Company. On May 7, 2013, the Company entered into a Promissory Note, a Security Agreement and a Loan Agreement with BOCO. On May 7, 2013, the Company entered into a Warrant to Purchase Stock Agreement with BOCO related to this financing. All Agreements and the Warrant are the (“Transaction Documents”).
Under the Transaction Documents, the Company issued a Promissory Note (“Note”) in the principal amount of $500,000. The Note is due October 31, 2013 and provides for interest at 15% payable in arrears. The Note is secured by a security interest in the Company’s assets to secure the Company’s performance under the Note.
In addition, the Company issued a Warrant to purchase 1,250,000 shares of common stock at an exercise price that is the lesser of $0.75 per share or a price per share equal to eighty percent (80%) of the lowest price at which a common share in the Company has been issued in any round of financing commenced or closed after the date of this Warrant and prior to Holder’s exercise of its rights under the Warrant. The Warrant expires May 17, 2018. There are no registration requirements. The Transaction Documents place certain operating restrictions on the Company.
The Agreements also contain certain representations and warranties of the Company and BOCO, including customary investment-related representations provided by BOCO, as well as acknowledgements by BOCO that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws. The Company provided customary representations regarding, among other things, its organization, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations. The representations and warranties made to BOCO are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC. The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the Agreement.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits –
Exhibit No.
Description
10.1
Loan Agreement dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.2
Promissory Note dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.3
Security Agreement dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.4
Warrant for the Purchase of Common Stock dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
3
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.
Registrant: WestMountain Index Advisor, Inc.
May 24, 2013
By:
/s/ Gregory Schifrin
Gregory Schifrin, CEO
4
Exhibit No.
Description
10.1
Loan Agreement dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.2
Promissory Note dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.3
Security Agreement dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
10.4
Warrant for the Purchase of Common Stock dated May 7, 2013 by and between WestMountain Gold, Inc. and BOCO Investments, LLC.
5
