On
January 12, 2021, Guskin Gold Corp., a Nevada corporation (the "Company"), entered into a Consulting Agreement (the
“Agreement”) with Edward Soumah, (“Mr. Soumah”) an individual, to memorialize and formalize be the Mr.
Soumah’s commitment and services to the Company. Mr. Soumah is currently a member of the Company’s Board of Directors,
the Chief Financial Officer, and Secretary, and shall continue on a full-time basis under this Agreement. Mr. Soumah’s leadership
role entails being responsible for day-to-day management decisions and for implementing the Company’s long- and short-term
plans, including, but not limited to, Business Development and creation of long-term value for the Company’s organization
from customers, markets and relationships;
advising and consulting on potential growth opportunities for presentation to management
and or to fellow Board of Directors as well as the subsequent support and monitoring of project-by-project implementation; consult
and lend experience on potential properties/projects, marketing, financial and or management services, investment banking, mergers
and acquisitions, legal, strategic human resources, and or management consulting and other matters from time to time as required
for the execution of the Company’s exploration and mining business (collectively, the “Services”).
In
consideration for the foregoing Services:
●
Equity
Compensation
. the Company will award the amount of Thirteen Million (13,000,000)
restricted common shares to Mr. Soumah in recognition of the performance of the Services;
and,
●
Base
Salary
: the Company shall pay Mr. Soumah a monthly salary in the total amount of
Four Thousand Five Hundred US dollars ($4,500) per month (the “Salary”) in
cash, cheque, and/or wire within 5 days after receiving Consultant’s invoice. Consultant
hereby acknowledges and agrees that the Company may be unable to pay such Salary until
it has completed adequate financing or such that the operations of the Company allow
the expenditure of its capital resources to be directed to Salaries, when and until such
time the Company determines that it is able to pay the Consultant’s Salary, such
Salary shall accrue on a monthly basis. The Consultant and the Company agree that from
time-to-time they may agree to convert any accrued Salary into shares of the Company’s
common stock in order to satisfy such accrued amounts. The Company and the Consultant
agree the terms of any such conversion shall be negotiated in good faith and shall adequately
reflect the then current value of the Consultant’s contributions to the Company’s
success balanced against the then capital structure and fair market value of the Company’s
common stock.
The
foregoing description of the terms and conditions of the Consultant Agreement does not purport to be a complete description thereof
and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached hereto
as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Item 3.02
Unregistered Shares of Equity Securities.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Exemption
from Registration. The shares of common stock referenced herein were issued in reliance upon an exemption from registration afforded
under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated
thereunder, or Regulation S for offers and sales of securities outside the United States. We relied upon the safe harbor provision
of Rule 903 of Regulation S of the Securities Act which permits offers or sales of securities by the Company outside of the United
States that are not made to “U.S. persons” or for the account or benefit of a “U.S. person”, as that term
is defined in Rule 902 of Regulation S.
ITEM
5.02
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
10.1
Consulting Agreement
1
S
IGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.
January
14, 2021
GUSKIN
GOLD CORP.
/s/
Naana Asante
Name:
Naana Asante
Title:
Chief Executive Officer
2
makes a similar move, sign up!
