UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 13, 2005
BROOKMOUNT EXPLORATION, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 - 666 Burrard Street, Park Place, Vancouver, B.C. V6C 2X8
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (604) 676-5244
Not Applicable
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(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 (see General Instruction A.2. below):
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a- 12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
We entered into a binding letter of agreement with Jemma Resources Corp. dated
May 13, 2005, providing for our acquisition of 100% of the issued and
outstanding shares in the capital of Jemma Resources Corp. ("Jemma"), a private
British Columbia company. Jemma holds the right to acquire the Dufferin and
Mooseland gold properties located in Nova Scotia.
In order to acquire a 100% interest in Jemma, we are required to issue 3,000,000
shares of common stock in our capital and 3,000,000 share purchase warrants to
the stockholders of Jemma. Each share purchase warrant is exercisable into one
share of our common stock for $1.50 for a period of 24 months from the closing
date of the acquisition.
The agreement between us and Jemma includes the following additional principal
terms:
- Jemma shall be entitled to appoint two members to our board of directors;
- we will enter into an agreement with Jemma's management to oversee all of
our mining activities for $18,000 per month (Canadian funds), plus
reasonable expenses;
- we may rescind the agreement if Jemma fails to complete a $15,000,000 debt
financing by June 27, 2005; and
- closing is subject to Jemma providing us with audited financial statements.
Our agreement with Jemma is binding, but shall be replaced in due course with a
formal agreement that is consistent with the terms of the letter agreement.
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.
Brookmount Exploration, Inc.
a Nevada corporation
/s/ Zaf Sungur
By:____________________________
Zaf Sungur, Director
DATED: May 17, 2005