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NORTH BAY RESOURCES INC FILES (8-K) Disclosing Unregistered Sale of Equity Securities, Financial Statements and Exhibits

February 6, 2014



Item 3.02 Unregistered Sales of Equity Securities

Effective January 31, 2014, the Registrant issued two $50,000 Convertible Redeemable Notes ("the Note", or collectively "the Notes") to GEL Properties, LLC ("GEL", or "the Lender"). Each Note carries a 10% original issue discount (the "OID"), such that the outstanding balance upon the issuance of each Note is $55,000. Each Note has a maturity date of twelve (12) months from the Effective Date, and accrues interest at 5% per annum. The Notes may be converted to shares of Common Stock of the Registrant at a conversion price of 70% of the arithmetic average of the two (2) lowest VWAPs (volume weighted average price) of the shares of Common Stock during the twenty-five (25) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. The initial tranche received from this transaction was $50,000, less $2,500 in legal fees, and a commission paid to Carter Terry & Company, a registered broker-dealer, consisting of $4,000 in cash.

Effective February 3, 2014, the Registrant issued two $30,000 Convertible Redeemable Notes ("the LG Note", or collectively "the Notes") to LG Capital Funding, LLC ("LG", or "the Lender"). Each LG Note carries a 10% original issue discount (the "OID"), such that the outstanding balance upon the issuance of each LG Note is $33,000. Each LG Note has a maturity date of nine (9) months from the Effective Date, and accrues interest at 5% per annum. The Notes may be converted to shares of Common Stock of the Registrant at a conversion price of 70% of the arithmetic average of the two (2) lowest VWAPs (volume weighted average price) of the shares of Common Stock during the twenty-five (25) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. The initial tranche received from this transaction was $30,000, less $1,500 in legal fees, and a commission paid to Carter Terry & Company, a registered broker-dealer, consisting of $2,400 in cash.

The Notes referred to above (and the shares of common stock underlying them) are exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

The foregoing is not a complete summary of the terms of the Notes described herein and reference is made to the complete text of the Agreement as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K, and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits (c) Exhibits



10.1 Twelve Month Convertible Redeemable Note with GEL

Properties, LLC dated January 31, 2014 10.2 Securities Purchase Agreement with GEL Properties, LLC dated January 31, 2014 10.3 Nine Month Convertible Redeemable Note with LG CapitalFunding, LLC dated February 3, 2014 10.4 Securities Purchase Agreement with LG Capital Funding, LLC dated February 3, 2014



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Source: Edgar Glimpses


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